PHSL / PHSL Worldwide Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PHSL Worldwide Inc.
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Mga Batayang Estadistika
CIK 1164123
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PHSL Worldwide Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2008 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 2) PENTHOUSE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT No. 2) PENTHOUSE INTERNATIONAL INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

April 23, 2004 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* PENTHOUSE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PENTHOUSE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSIP Number) March 19, 2004 (Date of Event Which Requires Filing of this Statement) ¨ Rule 13d-1(b) ý Rule 13d-1(c) ¨ Rule 13d-1(d) SCHEDULE 13G CUSIP N

April 23, 2004 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PENTHOUSE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PENTHOUSE INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 709640106 (CUSIP Number) April 1, 2004 (Date of Event Which Requires Filing of this Statement) ¨ Rule 13d-1(b) ý Rule 13d-1(c) ¨ Rule 13d-1(d) SCHEDULE 13G CUSIP N

June 24, 2003 EX-16.1

EX-16.1

EXHIBIT 16.1 [EISNER LETTERHEAD] Exhibit 16.1 to Form 8-K/A June 23, 2003 Securities and Exchange Commission 450 Fifth Street Washington, D.C. 20549 Madame and Gentlemen: We have read Item 4 of Penthouse International, Inc.'s Form 8-K, dated May 29, 2003 as amended on Form 8-K/A dated June 23, 2003, copies of which the Registrant has provided to us on June 2, 2003 and June 23, 2003, respectively.

June 24, 2003 8-K/A

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 (Commission File Number) 65-1158

June 13, 2003 8-K/A

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (Co

June 13, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (Comm

June 13, 2003 EX-16

EXHIBIT 16

Exhibit 16 Eisner Eisner LLP Accountants and Advisors 750 Third Avenue New York, NY 10017-2703 Tel 212.

May 30, 2003 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15 (d) of the Securities Exchange Act of 1934 Commission Date of Report (Date of earliest event reported) May 29, 2003 File No. 333-83448 Penthouse International, Inc. (Exact Name of Registrant as Specified in its Charter) Florida 65-1158257 (State or other jurisdiction of incorporation o

May 30, 2003 EX-99.1

Eisner LLP letterhead

EX-99.1 3 v90613exv99w1.htm EXHIBIT 1 Exhibit 99.1 Eisner LLP letterhead May 29, 2003 Penthouse International, Inc. 11 Penn Plaza New York, N.Y. 10001 Attention: Board of Directors Mr. Robert C. Guccione, Chairman of the Board This is to advise you that, effective May 29, 2003, Eisner LLP hereby resigns as auditors of Penthouse International, Inc. It has come to our attention that Penthouse Intern

April 30, 2003 EX-21.1

EXHIBIT 21.1

Exhibit 21.1 SUBSIDIARY OF PENTHOUSE INTERNATIONAL, INC. Name State of Incorporation General Media, Inc. Delaware

April 30, 2003 EX-12.1

EXHIBIT 12.1

exv12w1 Exhibit 12.1 Penthouse International, Inc. Computation of Ratio of Earning to Fixed Charges Year Ended December 31, 1998 1999 2000 2001 2002 Income (loss) from continuing operations, before income taxes ($3,879,000 ) $ 22,606,000 $ 5,467,000 ($9,966,000 ) $ 1,170,000 Adjustments to income (loss) Interest expense 9,918,000 7,969,000 6,865,000 8,003,000 7,258,000 Interest income (517,000 ) (

April 30, 2003 EX-10.20

EXHIBIT 10.20

EXHIBIT 10.20 AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT This Amendment No. 1 to Stock Exchange Agreement (this “Amendment”) is made and entered into as of December 31, 2002, by and between Penthouse International, Inc., a Florida corporation formerly known as American Pulp Exchange, Inc. (the “Acquirer”), and General Media International, Inc., a New York corporation (the “GMI”). Capitalized term

April 30, 2003 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2002 Commission File Number: 333-83448 PENTHOUSE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA 65-1158257 (State of incorporation) (IRS Employer Identifi

April 30, 2003 EX-99.1

EXHIBIT 99.1

EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of Penthouse International, Inc. (the “Company”) for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert C. Guccione, as President

April 30, 2003 EX-10.21

EXHIBIT 10.21

EXHIBIT 10.21 AMENDMENT NO. 1 TO SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Amendment No. 1 to Series B Preferred Stock Purchase Agreement (this “Amendment”) is made and entered into as of December 7, 2002, by and between Penthouse International, Inc., a Florida corporation formerly known as American Pulp Exchange, Inc. (the “Corporation”), and Morgan Berkeley Partners, LLC, a Nevada limited

April 1, 2003 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended December 31, 2002 [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

March 7, 2003 8-K

Current Report

8-K 1 v88151e8vk.htm 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2003 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporati

March 7, 2003 EX-16

EXHIBIT 16

Exhibit 16 Baum & Company, P.A. letterhead February 28, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Penthouse International, Inc. File No. 333-83448 Dear Sir or Madam: We have read Item 4 of the Form 8-K of Penthouse International, Inc. dated February 28, 2003 and agree with the statements concerning our firm contained therein. Very truly yours, /s/ BA

January 29, 2003 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 v87243ntnt10vk.htm FORM 12B-25 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 333-83448 (Check one) x Form 10-K and Form 10-KSB o Form 11-K o Form 20-F o Form 10-Q and Form 10-QSB o Form N-SAR For period ended October 31, 2002 o Transition Report on Form 10-K and Form 10-KSB o Transition Report on F

January 23, 2003 EX-10.1

EXHIBIT 10.1

Exhibit 10.1 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the “Corporation”), and Vector Partners, LLC, a Nevada limited liability company (the “Investor”). WHEREAS, the Corporation desires to sell to the Invest

January 23, 2003 EX-10.4

EXHIBIT 10.4

Exhibit 10.4 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the “Company”), and Charles Samel, an individual resident of California (“Indemnitee”). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and

January 23, 2003 8-K/A

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2002 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257

January 23, 2003 EX-10.2

EXHIBIT 10.2

Exhibit 10.2 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the “Corporation”), and PH Capital Holdings, LLC, a California limited liability company (the “Investor”). WHEREAS, the Corporation desires to sell to th

January 23, 2003 EX-10.3

EXHIBIT 10.3

Exhibit 10.3 AMERICAN PULP EXCHANGE, INC. 2002 CONSULTANT COMPENSATION PLAN 1. Purpose. The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the “Plan”) is intended to promote the interests of American Pulp Exchange, Inc. and its subsidiaries (collectively the “Corporation”) by offering those outside consultants of the Corporation who assist in the development and success of the bus

November 27, 2002 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2002 PENTHOUSE INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 (Commission

November 27, 2002 EX-3.1

EXHIBIT 3.1

EXHIBIT 3.1 ARTICLE OF AMENDMENT TO FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN PULP EXCHANGE, INC. 1. The name of the corporation is American Pulp Exchange, Inc., a Florida corporation (the “Corporation”). 2. Article I of the First Amended and Restated Articles of Incorporation of the Corporation is amended to read in full as follows: ARTICLE I NAME The name of the corporatio

November 15, 2002 EX-10.6

Exhibit 10.6

EXHIBIT 10.6 AMERICAN PULP EXCHANGE, INC. 2002 CONSULTANT COMPENSATION PLAN 1. Purpose. The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the "Plan") is intended to promote the interests of American Pulp Exchange, Inc. and its subsidiaries (collectively the "Corporation") by offering those outside consultants of the Corporation who assist in the development and success of the bus

November 15, 2002 EX-10.9

Exhibit 10.9

EXHIBIT 10.9 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Robert C. Guccione, an individual resident of New York ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, a

November 15, 2002 EX-2.2

Exhibit 2.2

Exhibit 2.2 AMERICAN PULP EXCHANGE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Series B Preferred Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 8, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Morgan Berkeley Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporati

November 15, 2002 EX-10.8

Exhibit 10.8

EXHIBIT 10.8 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Charles Samel, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and

November 15, 2002 EX-10.2

Exhibit 10.2

EXHIBIT 10.2 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and PH Capital Holdings, LLC, a California limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to th

November 15, 2002 EX-10.7

Exhibit 10.7

EXHIBIT 10.7 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of October 23, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Jason Galanis, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and

November 15, 2002 EX-10.5

Exhibit 10.5

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of November 9, 2002 (the "Agreement"), by American Pulp Exchange, Inc., a Florida corporation (the "Company"), for the benefit of certain persons listed on the signature page hereto (the "Holders"). W I T N E S S E T H : WHEREAS, the Holders are the holders of shares of the Company's common stock, par value $.0025 p

November 15, 2002 EX-3.1

Exhibit 3.1

Exhibit 3.1 CERTIFICATE REGARDING FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN PULP EXCHANGE, INC. American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), hereby certifies the following in accordance with Section 607.1007 of the Florida Business Corporation Act: 1. The name of the Corporation is American Pulp Exchange, Inc. 2. The Corporation's attached First A

November 15, 2002 EX-10.4

Exhibit 10.4

Exhibit 10.4 AMERICAN PULP EXCHANGE, INC. AND PH CAPITAL HOLDINGS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and PH Capital Holdings, LLC, a California limited liability company (the "HOLDER"). The

November 15, 2002 EX-2.1

Exhibit 2.1

Exhibit 2.1 ================================================================================ STOCK EXCHANGE AGREEMENT DATED AS OF NOVEMBER 4, 2002 by and between American Pulp Exchange, Inc. and General Media International, Inc. ================================================================================ STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE AGREEMENT dated as of November 4, 2002 (this

November 15, 2002 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2002 AMERICAN PULP EXCHANGE, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (C

November 15, 2002 EX-10.3

Exhibit 10.3

Exhibit 10.3 AMERICAN PULP EXCHANGE, INC. AND VECTOR PARTNERS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and Vector Partners, LLC, a Nevada limited liability company (the "HOLDER"). The Company and

November 15, 2002 EX-3.2

Exhibit 3.2

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF AMERICAN PULP EXCHANGE INC. (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 9, 2002) ARTICLE 1. SHAREHOLDERS 1.1 ANNUAL MEETING. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. Annual meetings shall be held on such date and at such time fixed, from

November 15, 2002 EX-10.1

Exhibit 10.1

EXHIBIT 10.1 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Vector Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to the Invest

November 14, 2002 EX-10.1

Exhibit 10.1

EXHIBIT 10.1 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Vector Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to the Invest

November 14, 2002 EX-3.2

Exhibit 3.2

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF AMERICAN PULP EXCHANGE INC. (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 9, 2002) ARTICLE 1. SHAREHOLDERS 1.1 ANNUAL MEETING. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. Annual meetings shall be held on such date and at such time fixed, from

November 14, 2002 EX-2.1

Exhibit 2.1

Exhibit 2.1 ================================================================================ STOCK EXCHANGE AGREEMENT DATED AS OF NOVEMBER 4, 2002 by and between American Pulp Exchange, Inc. and General Media International, Inc. ================================================================================ STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE AGREEMENT dated as of November 4, 2002 (this

November 14, 2002 EX-10.3

Exhibit 10.3

Exhibit 10.3 AMERICAN PULP EXCHANGE, INC. AND VECTOR PARTNERS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and Vector Partners, LLC, a Nevada limited liability company (the "HOLDER"). The Company and

November 14, 2002 EX-10.8

Exhibit 10.8

EXHIBIT 10.8 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Charles Samel, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and

November 14, 2002 EX-10.5

Exhibit 10.5

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of November 9, 2002 (the "Agreement"), by American Pulp Exchange, Inc., a Florida corporation (the "Company"), for the benefit of certain persons listed on the signature page hereto (the "Holders"). W I T N E S S E T H : WHEREAS, the Holders are the holders of shares of the Company's common stock, par value $.0025 p

November 14, 2002 EX-10.9

Exhibit 10.9

EXHIBIT 10.9 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of November 9, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Robert C. Guccione, an individual resident of New York ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, a

November 14, 2002 EX-2.2

Exhibit 2.2

Exhibit 2.2 AMERICAN PULP EXCHANGE, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Series B Preferred Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 8, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and Morgan Berkeley Partners, LLC, a Nevada limited liability company (the "INVESTOR"). WHEREAS, the Corporati

November 14, 2002 EX-3.1

Exhibit 3.1

Exhibit 3.1 CERTIFICATE REGARDING FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AMERICAN PULP EXCHANGE, INC. American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), hereby certifies the following in accordance with Section 607.1007 of the Florida Business Corporation Act: 1. The name of the Corporation is American Pulp Exchange, Inc. 2. The Corporation's attached First A

November 14, 2002 EX-10.6

Exhibit 10.6

EXHIBIT 10.6 AMERICAN PULP EXCHANGE, INC. 2002 CONSULTANT COMPENSATION PLAN 1. Purpose. The American Pulp Exchange, Inc. 2002 Consultant Compensation Plan (the "Plan") is intended to promote the interests of American Pulp Exchange, Inc. and its subsidiaries (collectively the "Corporation") by offering those outside consultants of the Corporation who assist in the development and success of the bus

November 14, 2002 EX-10.7

Exhibit 10.7

EXHIBIT 10.7 INDEMNITY AGREEMENT THIS AGREEMENT is entered into as of October 23, 2002, between American Pulp Exchange, Inc. , a Florida corporation (the "Company"), and Jason Galanis, an individual resident of California ("Indemnitee"). RECITALS A. The Company believes that it is essential to its best interests to attract and retain highly capable individuals to serve as directors, officers, and

November 14, 2002 EX-10.4

Exhibit 10.4

Exhibit 10.4 AMERICAN PULP EXCHANGE, INC. AND PH CAPITAL HOLDINGS, LLC WARRANT AGREEMENT DATED AS OF NOVEMBER 9, 2002 WARRANT AGREEMENT This WARRANT AGREEMENT (this "AGREEMENT") is made and entered into as of November 9, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "COMPANY"), and PH Capital Holdings, LLC, a California limited liability company (the "HOLDER"). The

November 14, 2002 8-K

Current Report

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2002 AMERICAN PULP EXCHANGE, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 333-83448 65-1158257 (C

November 14, 2002 EX-10.2

Exhibit 10.2

EXHIBIT 10.2 AMERICAN PULP EXCHANGE, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this "AGREEMENT") is made and entered into as of November 1, 2002, by and between American Pulp Exchange, Inc., a Florida corporation (the "CORPORATION"), and PH Capital Holdings, LLC, a California limited liability company (the "INVESTOR"). WHEREAS, the Corporation desires to sell to th

November 1, 2002 8-K

Current Report

8-K 1 v85519e8vk.htm FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2002 AMERICAN PULP EXCHANGE, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorpor

September 13, 2002 10QSB

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0416 Expires: July 31,2003 Estimated average burden hours per response: 32.

June 14, 2002 10QSB

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0416 Expires: April 30,2003 Estimated average burden hours per response: 32.

May 14, 2002 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 3 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 3 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identifica

April 26, 2002 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 2 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 2 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identifica

April 5, 2002 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 1 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Amendment No. 1 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identifica

February 27, 2002 SB-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN PULP EXCHANGE, INC. (Name of small business issuer in our charter) Florida (State or other jurisdiction of incorporation or organization) 7389 65-1158257 (Primary standard industrial classification code number) (I.R.S Employer Identification No.) 20090

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