SEC 1746 (11-02)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
HOM CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
40427C 10 4
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(CUSIP Number)
David R. Baker
641 Lexington Avenue, 26th fl
New York, NY 10022
(212) 752-5507
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 2002
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.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 ss.240.13d-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).
CUSIP No. 40427C 10 4
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
MA&N LLC IRS ID No. 22-3886909
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...................................................................
(b) ...................................................................
3. SEC Use Only...........................................................
4. Source of Funds (See Instructions) ........................WC OO.......
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ....................................................
6. Citizenship or Place of Organization Nevada, USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 4,647,626
8. Shared Voting Power 0
9. Sole Dispositive Power 4,647,626
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,647,626
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) .............................................
13. Percent of Class Represented by Amount in Row (11) 51%
14. Type of Reporting Person (See Instructions)
....................................CO.................................
Date
Signature
Name/Title
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).
CUSIP No. 40427C 10 4
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Nicole Bloom-Neuhaus*
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..................................................................
(b) ..................................................................
3. SEC Use Only..........................................................
4. Source of Funds (See Instructions)...............OO...................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ...................................................
6. Citizenship or Place of Organization UK
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 0
8. Shared Voting Power 4,647,626*
9. Sole Dispositive Power 0
10. Shared Dispositive Power 4,647,626*
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,647,626*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ....................................................
13. Percent of Class Represented by Amount in Row (11) 51%
14. Type of Reporting Person (See Instructions)
...................................IN..................................
Date
Signature
Name/Title
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).
CUSIP No. 40427C 10 4
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Mark Neuhaus*
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) .....................................................................
(b) .....................................................................
3. SEC Use Only.............................................................
4. Source of Funds (See Instructions)............OO.........................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ......................................................
6. Citizenship or Place of Organization USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 0
8. Shared Voting Power 4,647,626*
9. Sole Dispositive Power 0
10. Shared Dispositive Power 4,647,626*
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,647,626*
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...............................................
13. Percent of Class Represented by Amount in Row (11) 51%
14. Type of Reporting Person (See Instructions)
...............................IN........................................
Date
Signature
Name/Title
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).
CUSIP No. 40427C 10 4
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Ned Baramov*
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ....................................................................
(b) ....................................................................
3. SEC Use Only ...........................................................
4. Source of Funds (See Instructions)..............OO......................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) .....................................................
6. Citizenship or Place of Organization Bulgaria
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 0
8. Shared Voting Power 4,647,626*
9. Sole Dispositive Power 0
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,647,626*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ......................................................
13. Percent of Class Represented by Amount in Row (11) 51%
14. Type of Reporting Person (See Instructions)
...............................IN........................................
Date
Signature
Name/Title
--------------------------------
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* The individual herein named disclaims any economic interest in HOM Corporation
beyond his/her proportionate economic interest in MA&N LLC.
CUSIP No. 40427C 10 4 13D
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ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the common stock of HOM
Corporation, whose address is 4210 Columbia Road, Suite 10C, Martinez, Georgia,
30907.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is MA&N LLC ("MA&N"), a Limited Liability
Corporation duly organized and existing pursuant to the laws of the State of
Nevada, engaged in the business of developing and marketing of a wireless
Internet Service Provider (ISP) transmission system, commonly referred to as
"Wi-Fi", with its principal office at 6100 Neil Road, Suite 500, Reno, Nevada
89511.
MA&N has never been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
MA&N has never been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of that proceeding
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
MA&N has purchased 4,647,626, or fifty-one percent (51%) of 8,685,164
outstanding and 427,828 issuable common shares of HOM Corporation ("HOM")
totaling 9,112,992 common shares of HOM following such transaction. Subsequent
to the transaction, the previous shareholders of HOM would hold 4,037,538 common
shares of HOM; five (5) year incentive stock options exercisable at one cent
($0.01) a share to purchase 294,341 common shares of HOM issuable to Robert S.
Wilson in lieu of $54,000 of 2001 compensation from HOM and $18,000 in loans to
HOM with an adjustment in lieu of interest thereon to December 9, 2002 of
$1,585.31 for a total of $73,585.31; and, 133,487 common shares of HOM issuable
to David Baker in lieu of indebtedness of HOM to him of $29,584 with an
adjustment in lieu of interest thereon to December 9, 2002 of $2,969.11 and a
further equitable adjustment of $818.63, or a total of $33,371.74, for a total
of 4,465,366 common shares of HOM representing in the aggregate forty nine
percent (49%) of the total outstanding and issuable common shares HOM. (See
Exhibit "1" Provision "1".)
In further consideration to MA&N, HOM has caused its board of directors to
expand to five (5) members, two (2) of whom will be present surviving director
of HOM, Robert L. Wilson, and another director so to be nominated by Robert L.
Wilson and approved in accordance with the bylaws of HOM, along with three (3)
directors to be appointed by MA&N, to wit, Nicole Bloom-Neuhaus, Mark Neuhaus,
and Ned Baramov. (See Exhibit "1" Provision "2".)
The following constitutes the consideration for the acquisition by MA&N of the
4,647,626 common shares of HOM: All rights relating to the provision of ISP
wireless service for not less than five (5) nodes, including effective leases or
other authorizations to use the locations involved and all necessary equipment;
Consultation to HOM for at least two (2) years on the financial and management
matters with a view to materially enhancing HOM's performance; Arranging for
personnel who can effect the management of HOM; Causing HOM to proceed with the
contemplated activity of acquiring additional entities or business operations in
the ISP wireless business; Funding of current payment of accounting and legal
fees to enable upcoming filings with the U.S. Securities and Exchange Commission
to be made on Form 8-K with respect to this transaction and other relevant
transactions and on Form 10-K with respect to HOM's fiscal year ended September
30, 2002 (which will include currently outstanding accounting fees), estimated
to be within the range of $75,000-$100,000 (it is MA&N's current intent to file
these forms within the time periods prescribed by law and regulations). (See
Exhibit "1", Exhibit "A" to the Agreement).
ITEM 4. PURPOSE OF TRANSACTION
The transaction which has caused the filing of this Form 13D is the disposition
of a fifty-one percent (51%) of interest in HOM to MA&N in exchange for certain
assets of MA&N including a network of transmission nodes operating in various
locations to convey a fee for service based, uninterrupted stream of wireless
telecommunications between certain Internet Service Providers (ISP) and
customers with accommodating technologies and to further exploit acquisition
opportunities within the "Wi-Fi" industry. (See Exhibit "1" Exhibit "A" to the
Agreement.)
(a) MA&N has no current plans to acquire or dispose of additional common
stock of HOM.
(b) MA&N knows of no proposals, agreements or undertakings for any
business combinations, mergers or alliances, although being aware that
various unconcluded proposals have been made.
(c) N/A
(d) HOM has amended its Bylaws to cause its board of directors to expand
to five (5) members, two (2) of whom will be the present surviving
Chairman and CEO of HOM, Robert L. Wilson, and another director so to
be nominated by Robert L. Wilson and approved by the existing board of
directors in accordance with its bylaws to replace recently deceased
director Bryce Batzer, along with three (3) directors to be appointed
by MA&N, to wit, Nicole Bloom-Neuhaus, Mark Neuhaus, and Ned Baramov
(See Exhibit "1" Provision "2".)
(e) N/A
(f) N/A
(g) HOM has caused its bylaws to be amended allowing its board of
directors to expand to five (5) members, two (2) of whom will be the
present surviving Chariman and CEO of HOM, Robert L. Wilson, and
another director so to be nominated by Robert L. Wilson and approved
pursuant to the Bylaws of HOM to replace the recently deceased
director Bryce Batzer, along with three (3) directors to be appointed
by MA&N, to wit, Nicole Bloom-Neuhaus, Mark Neuhaus, and Ned Baramov.
(See Exhibit "1" Provision "2".)
(h) N/A
(i) N/A
(j) N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) MA&N has a beneficial interest in 4,647,626 shares of HOM common stock
representing fifty-one percent (51%) of the 9,112,992 common shares of
HOM outstanding and issuable following this transaction. Mark Neuhaus
and Nicole Bloom-Neuhaus disclaim any interest in HOM beyond their
proportionate interests in MA&N LLC.
(b) (see items 7-10 on the cover page)
(c) MA&N has not affected any transactions, and does not know of any
affected by any of the other named in paragraph "a".
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
MA&N, Mark Neuhaus, Nicole Bloom-Neuhaus, and Ned Baramov have no contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to any securities of the issuer other than the transaction enunciated herein and
described with particularity in Exhibit "1".
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit (1). Amendment to Stock Acquisition Agreement dated December 12, 2002
with Stock Acquisition Agreement dated December 12, 2002 containing Exhibits A
and B.
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)
-----------------------------------------
(Signature)
-----------------------------------------
(Name/Title)
Exhibit 1.
AMENDMENT
to
STOCK ACQUISITION AGREEMENT
for
51% of the outstanding and issuable
Common Stock of HOM Corporation
This amendment ("Amendment") dated as December 12, 2002 by and between
MA&N LLC ("MA&N") and HOM Corporation ("HOM") to the agreement ("Agreement")
dated December 12, 2002 by and between MA&N and HOM
WITNESSETH:
WHEREAS, MA&N and HOM executed and delivered the Agreement on December
12, 2002, and
WHEREAS, there were several erroneous figures and one erroneous
description in paragraph 1 of the Agreement, although the number of Purchase
Shares, as defined in the Agreement, was accurate;
NOW, THEREFORE, in consideration of these premises, MA&N and HOM hereby
agree as follows:
A. Paragraph 1 in the Agreement hereby is amended to read as follows:
"1. MA&N hereby purchases the Purchase Shares from HOM. HOM represents
that the Purchase Shares represent 51% of the 8,685,164 outstanding plus 427,828
issuable, or a total of 9,112,992, shares of Common following such acquisition.
The previous shareholders of HOM would hold 4,037,538 shares of Common; five
year incentive stock options exercisable at $0.01 a share to purchase 294,341
shares of Common issuable to Robert S. Wilson in lieu of $54,000 of 2001
compensation from HOM and $18,000 in loans to HOM with an adjustment in lieu of
interest thereon to December 9, 2002 of $1,585.31, for a total of $73,585.31;
and 133,487 shares of Common issuable to David R. Baker in lieu of indebtedness
of HOM to him of $29,584 with an adjustment in lieu of interest thereon to
December 9, 2002 of $2,969.11 and a further equitable adjustment of $818.63, or
a total of $33,371.74, for a total of 4,465,366 shares of Common representing
49% of the total outstanding and issuable Common; and MA&N would hold the
4,647,626 Purchase Shares. Other than such 427,828 issuable shares of Common,
HOM represents and warrants that there are no agreements or understandings for
the issuance of any Common or other equity securities of HOM or of any
securities or other instruments convertible into or exercisable for Common or
other equity securities of HOM."
B. Except as changed pursuant to paragraph A above, the Agreement
remains in full force and effect, as of its date.
C. The parties will prepare, execute and deliver a form of agreement
("Composite Agreement") styled as the Stock Acquisition Agreement, reflecting
the Agreement as modified by the Amendment and the Composite Agreement may be
used for all purposes in lieu of the Agreement as amended by this Amendment.
Executed by the parties hereto as of the date first above stated.
HOM Corporation
By: /s/ Robert S. Wilson
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Its: Chairman
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MA&N LLC
By: /s/ Mark Neuhaus
----------------------------------------
Its: Managing Member
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STOCK ACQUISITION AGREEMENT
for
51% of the outstanding and issuable
Common Stock of HOM Corporation
This Agreement dated December 12, 2002 by and between MA&N LLC ("MA&N")
and HOM Corporation ("HOM").
WITNESSETH:
WHEREAS, MA&N is desirous of acquiring from HOM 4,647,626 shares
("Purchase Shares") of HOM's common stock ("Common"), the Purchased Shares
constituting 51% of the outstanding and issuable shares of Common immediately
following such purchase.
WHEREAS, HOM is willing to sell the Purchase Shares to MA&N for the
consideration herein specified;
NOW, THEREFORE, in consideration of these premises, MA&N and HOM hereby
agree as follows:
1. MA&N hereby purchases the Purchase Shares from HOM. HOM represents
that the Purchase Shares represent 51% of the 8,685,164 outstanding plus 427,828
issuable, or a total of 9,112,992, shares of Common following such acquisition.
The previous shareholders of HOM would hold 4,037,538 shares of Common; five
year incentive stock options exercisable at $0.01 a share to purchase 294,341
shares of Common issuable to Robert S. Wilson in lieu of $54,000 of 2001
compensation from HOM and $18,000 in loans to HOM with an adjustment in lieu of
interest thereon to December 9, 2002 of $1,585.31, for a total of $73,585.31;
and 133,487 shares of Common issuable to David R. Baker in lieu of indebtedness
of HOM to him of $29,584 with an adjustment in lieu of interest thereon to
December 9, 2002 of $2,969.11 and a further equitable adjustment of $818.63, or
a total of $33,371.74, for a total of 4,465,366 shares of Common representing
49% of the total outstanding and issuable Common; and MA&N would hold the
4,647,626 Purchase Shares. Other than such 427,828 issuable shares of Common,
HOM represents and warrants that there are no agreements or understandings for
the issuance of any Common or other equity securities of HOM or of any
securities or other instruments convertible into or exercisable for Common or
other equity securities of HOM.
2. The Board of Directors of HOM will consist of five members, two of
whom will be the present directors of HOM, Bryce N. Batzer and Robert S. Wilson
("Present Directors"), and three of whom will be the individuals listed in
Exhibit A hereto. HOM will cause the Present Directors to forthwith take all
necessary action to add such three individuals to the Board of Directors of HOM.
HOM represents and warrants that there are no agreements or understandings
relating to the employment or compensation of any director or officer of HOM or
any of its subsidiaries currently or in view of future circumstances. MA&N will
cause the Purchase Shares to be voted for the Present Directors as directors of
HOM and otherwise take action to cause the Present Directors to continue as
directors of HOM for at least one year from the date hereof. All officers and
directors of HOM and its subsidiaries will tender their resignation from such
positions, subject as to the obligations of MA&N with respect to Present
Directors as set forth in the preceding sentence, provided, however, MA&N may
cause the removal of either of the Present Directors at any time for cause. MA&N
will cause HOM to obtain appropriate Directors and Officers Liability Insurance
covering the directors and officers of HOM as promptly as practicable.
3. This Agreement and the rights and obligations hereunder are not
assignable by either party hereto, except that MA&N may assign all or any
portion of its obligations, subject to the assumption of all or a correlative
portion of its obligations, to persons controlling, or to entities under common
control with, MA&N.
4. In consideration of the issuance of the Purchase Shares, MA&N will
cause the considerations specified in Exhibit A hereto to be given to HOM.
5. Exhibit B hereto lists all accounts payable and indebtedness of HOM
and its subsidiaries as of the date hereof including legal fees incurred and
expenses posted through December 9, 2002. HOM represents and warrants to MA&N
that such listing of accounts payable and indebtedness is thorough, complete,
true and accurate to the best of HOM's knowledge. Unposted payables of HOM and
its subsidiaries as of December 9, 2002 do not exceed $10,000 in the aggregate.
6. HOM will cause all information received by its directors, officers,
employees, consultants, agents and other advisors in connection with the
transactions contemplated herein to be kept confidential unless it otherwise
becomes public without fault of such persons, is required to be disclosed
pursuant to applicable law or regulation or is disclosed with the consent of HOM
after the three new directors of HOM listed in Exhibit A join the Board of
Directors. The parties understand that HOM will promptly issue a press release
describing this Agreement and make an appropriate filing with the Securities and
Exchange Commission on Form 8-K as to the transactions contemplated herein.
Executed by the parties hereto as of the date first above stated.
HOM Corporation
By: /s/ Robert S. Wilson
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Its: Chairman
--------------------------------------
MA&N LLC
By: /s/ Mark Neuhaus
---------------------------------------
Its: Managing Member
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Exhibit A
to the
Agreement ("Agreement") dated December 12, 2002
by and between MA&N LLC and HOM Corporation
Directors
The three additional directors of HOM are Mark S. Neuhaus, Nicole Bloom
Neuhaus and Ned Boramov.
Consideration
The following constitutes the consideration for the acquisition by MA&N
of the Purchase Shares from HOM. Terms defined in the Agreement have the same
meaning herein.
1. All rights relating to the provision of ISP wireless service from
not less than five nodes, including effective lease or other authorization to
use the locations involved and all necessary equipment.
2. Consultation with HOM for at least two years on financial and
management matters with a view to materially enhancing HOM's performance.
3. Arranging for personnel who can effect the management of HOM.
4. Causing HOM to proceed with the contemplated business plan of
acquiring additional entities or business operations in the ISP wireless
business.
5. Funding of current payment of accounting and legal fees to enable
upcoming filings with the U.S. Securities and Exchange Commission to be made on
Form 8-K with respect to this transaction and other relevant transaction and on
Form 10-K with respect to HOM's fiscal year ended September 30, 2002 (which will
include currently outstanding accounting fees), estimated to be in the range of
$75,000 - $100,000. It is MA&N's current intent to file these forms within the
time periods prescribed by law and regulations.