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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. _____)
Mercristo Developments, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
58934Y 10 4
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(CUSIP Number)
Samir Chakraborty
Box 246, One Winterhaven, Stubbs Road
Providenciales, Turks and Caicos Islands, British West Indies
809-946-4036
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 1998
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(Date of Event Which Requires 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 Rule 13d-1(b)(3) or (4), check the following box |_|.
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CUSIP No. 58934Y 10 4 (Page 2 of 9 Pages)
13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAMIR CHAKRABORTY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
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7 SOLE VOTING POWER - 1,280,000
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER - 0
OWNED BY
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER - 1,280,000
PERSON WITH
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10 SHARED DISPOSITIVE POWER - 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.17%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 58934Y 10 4 (Page 3 of 9 Pages)
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.001 par value
Mercristo Developments, Inc.
240 Argyle Avenue
Ottawa, Ontario, Canada K2P 1B9
ITEM 2. IDENTITY AND BACKGROUND.
(a) Samir Chakraborty, Canadian citizen and resident
of Turks and Caicos Islands, British West Indies
(b) Box 246, One Winterhaven, Stubbs Road
Providenciales, Turks and Caicos Islands, British
West Indies
(c) Consulting
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which the Reporting Person was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State
securities laws or finding any violation with respect
to such laws.
(f) The Reporting Person is a Canadian citizen whose
beneficial ownership derives from the record
ownership of Argus Financial Consultants Ltd., a
Turks and Caicos corporation solely owned by the
Reporting Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 6, 1998, Mercristo Developments, Inc. (the
"Issuer") issued 1,280,000 shares of its Common Stock to Argus
Financial Consultants Ltd. pursuant to a Confidential
Consulting Agreement dated September 12, 1997 in lieu of cash
compensation of $240,000 for consulting services.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Issuer's Common Stock
was to receive compensation for consulting services in lieu of
cash, as described in Item 3.
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CUSIP No. 58934Y 10 4 (Page 4 of 9 Pages)
Apart from his position as a beneficial owner of the Issuer's
securities, the Reporting Person has no plans or proposals
which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term
of Directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes
in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Amount beneficially owned: 1,280,000 shares
Percent of class: 7.17%
(b) Number of shares as to which the Reporting Person
has:
(i) sole power to vote or to direct the vote:
1,280,000
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of: 1,280,000
(iv) shared power to dispose or to direct the
disposition of: 0
(c) Not applicable.
(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, such securities.
(e) Not applicable.
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CUSIP No. 58934Y 10 4 (Page 5 of 9 Pages)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
With the exception of the Confidential Consulting Agreement
referred to in Item 7, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between
the Reporting Person and any other person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Confidential Consulting Agreement dated September 12, 1997 is
filed herewith as Exhibit A.
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CUSIP No. 58934Y 10 4 (Page 6 of 9 Pages)
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.
Dated: January 7, 1998 /s/ Samir Chakraborty
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Samir Chakraborty
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CUSIP No. 58934Y 10 4 (Page 7 of 9 Pages)
EXHIBIT A
CONFIDENTIAL
CONSULTING AGREEMENT
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Mr. Samir Chakraborty September 12, 1997
Argus Financial Consultants Ltd.
Box-246, One Winterhaven, Stubbs Rd.
Providenciales, Turks & Caicos Islands.
B.W.I.
(809-946-4036)
Dear Mr. Chakraborty,
Re: Acquisitions for Mercristo Developments Inc.
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As discussed earlier, we would like to retain the services of "Argus" to find
and qualify, and help us possibly close on Acquisitions for "Mercristo" over the
next 180 days. This letter, duly signed by yourself and us, will represent a
binding agreement for you to perform services as scheduled below, and for you to
adhere strictly to the terms and conditions thereof, and a commitment on our
part to pay for services rendered, within 90 days of work completion and
billing.
Scope of Work/Fees/Schedules
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This agreement envisages the work required for the Acquisitions, to be done in
two distinct phases, "A" and "B". Phases "A" and "B" are to be de-coupled in
that completion of phase "A" would not mean that we would either proceed with
phase "B" nor, if we did, would we be obligated to retain "Argus" for Phase "B".
Thus, Phase "A" activities will be treated as a closed-set, and we expect to
complete the work, billing, and possibly the payment before we decide on Phase
"B". As per our discussions, we expect to see 5-15 potential Acquisition
candidate companies pass through the Phase "A" filter, and for them to meet with
us for exploratory negotiations, by December 31, 1997.
Phase "A":
I.
Search, validate, strategize, recommend 5-
10 prospective acquisition targets:
FEE: US $24K, per prospective company
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CUSIP No. 58934Y 10 4 (Page 8 of 9 Pages)
II.
Exploratory meeting with Mercristo,
preliminary due diligence, negotiations:
FEE: US $6K, per prospective company
NOTE:
Total Phase "A" billing not to exceed US
$250K, irrespective of total number of
companies brought to table
Phase "B":
NOTE:
De-coupled from Phase "A" in both content
and contractor.
I.
Full Due Diligence on selected acquisition
target:
FEE: US $24K, per prospective company
II.
Acquisition & Absorption Strategy, and full
Negotiations Support:
FEE: US $15K, per selected company
III.
Closing Bonus on completion of acquisition:
FEE: US $5K, per acquisition
Specific Terms & Conditions
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As agreed, Phase "A" and "B" are to be de-coupled. Thus, we reserve the right,
without recourse, to terminate work with Argus on completion of Phase "A". We
reserve the right, without recourse, to proceed without any further obligations
to Argus, on the outputs of Phase "A" either by ourselves or for subsequent work
with other consultants. Should we proceed to Phase "B" without your services, we
will have no obligation to compensate Argus further if we close on any
acquisition originated in Phase "A", with Argus. We also reserve the right,
should we proceed with Argus for Phase "B" work, to terminate your services at
anytime and to compensate you for work done to date at the flat per diem rate of
US $3K.
By signing this agreement, Argus agrees to adhere to strict Non-Disclosure &
Confidentiality on all matters directly pertaining to this agreement for a
period of 2 years. In addition, Argus agrees to strict No-Shop, and Non-Compete
on all matters directly pertaining to this
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CUSIP No. 58934Y 10 4 (Page 9 of 9 Pages)
agreement; and the acquisition targets brought forward to Mercristo in Phase
"A", and Phase "B"; for a period of 2 years. The above 2 years restrictions can
only be altered with the written consent of Mercristo.
Finally, Argus agrees that Mercristo reserves the unilateral and full right to
pay the fees due to Argus in Cash and/or common stock of Mercristo. The common
stock would be valued at the "initial bid price" authorized by NASD when they
approve trading in Mercristo. Argus acknowledges and accepts that there is risk
in that NASD has not to date approved the trading in MERCRISTO stock, nor has
set any initial trading price. We do not make any commitment as to whether this
will happen, when it will happen, or at what stock price levels.
By signing this agreement, Argus agrees to accept full payment within 90 days of
work completion & billing, in the form determined by Mercristo; either cash
and/or stock. Should the stock not be approved for trading by NASD when the bill
from Argus is presented, Argus agrees to accept stock at the valuation
established for the last vend-in into Mercristo.
/s/ David Edwards /s/ Samir Chakraborty
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Per. Mercristo Developments Inc. Per. Argus Financial Consultants Ltd.
David G. Edwards Samir Chakraborty
President & CEO
/s/ David F. Johnson
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Witness
David Frederick Johnson,
a Commissioner, etc.,
Regional Municipality of Ottawa-Carleton,
for Edwards Securities Inc.
Expires August 10, 1999.
