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UNITED STATES
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
COMMISSION FILE NO.: 0-50584
Date of Report: August 23, 2011
LD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0335555
(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH 43551
(Address of principal executive offices) (Zip Code)
(419) 873-1111
(Registrant's telephone number including area code)
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:
[ ] 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 1.01 Entry into a Material Definitive Agreement
On August 22, 2011, LD Holdings, Inc. (LDHL), a Nevada corporation signed a
Letter of Intent setting forth certain non-binding understandings and intent for
certain binding commitments between LD Holdings, Inc. (hereafter called LDHL)
and SE Holdings, LLC (hereafter called SEH), with respect to a proposed
transaction in which both Parties will outline general purposes of the proposed
business proposition.
The details of the business will be more particularly set forth in a Business
Agreement to be mutually agreed upon by the Parties. The Letter of Intent
outlines the proposed transaction based on each Party's present understanding of
the business.
1. FORMATION OF NEW COMPANY. LDHL and SEH will form a new company called Video
Business Center, Inc. (VBC) as a public entity. VBC will be a business
development services company and will provide a comprehensive range of services
with the objective of facilitating and enhancing existing businesses, and
incubating and establishing new businesses.
2. EQUITY PARTICIPATION. SEH will own 51% of VBC, and LDHL will own 49% of VBC.
3. VBC ELECTRONIC PLATFORM. VBC will establish a video based platform (VBC
Platform) that utilizes video, audio, and data allowing users to communicate,
collaborate and build relationships. The VBC Platform will be configured at one
or more host locations and will use Internet servers to provide access and
functionality to its users.
4. THE VIDEO BUSINESS CENTER. The VBC Video Business Center will be a place for
businesses, entrepreneurs, investors, executive job seekers, individuals,
organizations, and institutions to communicate, relate, and collaborate using
video for their business activities. Use of the Video Business Center will be by
annual subscription, and access will be by computer with Internet and camera.
5. VBC BUSINESS MODEL. VBC will use the proprietary SEH VBC Platform to be able
to offer many types of business services to its Subscribers, including but not
limited to:
- Business Communications - Online, video-enabled
- Business Development - Formation of a growing group of VBC-owned subsidiary
companies in selected industries establishing dynamic business models that
utilize the VBC Platform
- Business Professional Services - Online video sessions provided by hundreds of
business professionals from a diverse selection of professional services, billed
by the minute
- Many other services to be defined by VBC
6. ELEMENTS OF VBC PLATFORM. The VBC Platform will be constructed to include
several component parts and competencies, including but not limited to:
- Video E Mail
- Video Conferencing
- Video Collaboration
- Contact Management Programs
- Billing and ACH Management Program
- Databases
- Other Components Parts and Competencies
7. VBC SUBSCRIBER FEES. VBC will have a schedule of fees with amounts of fees to
be determined by VBC. Fees include but are not limited to:
- Annual Subscription Fee for Video Business Center Website Use - $ Per Year
- VBC Deal Maker Consulting Services - $ Per Hour
- VBC Investment Services - % of Gross Amount Invested
- VBC Equity Participation - as negotiated
- Other Fees to be added as determined by VBC
8. OWNERSHIP OF VBC BUSINESS MODEL. It is understood and agreed by both Parties
that SEH is the owner and developer of the VBC Platform, VBC Technologies, and
VBC Business Model, and that SEH will license the use of its technologies and
platform to VBC on a non-exclusive basis, and that SEH may use its VBC type
technologies, platform, and business models at any time for any reason for its
own businesses and projects independent of VBC. It is agreed by both Parties
that SEH will have a License Fee Agreement for 5% of Gross Revenues and an SEH
Royalty Agreement for 10% of Net Profits with VBC, and all VBC Clients and
Subsidiary Companies, except LDHL and its subsidiary companies.
9. SUBSIDIARY COMPANIES. The VBC Platform will enable VBC to start and/or
acquire Subsidiary Companies and to support and serve the Subsidiary Companies
once they are established and conduct business operations. Subsidiary Companies
will be formed in various industries that will utilize the VBC Platform.
10. SUBSIDIARY COMPANY STRUCTURING. Each VBC Subsidiary Company will be 80.1%
owned by VBC. The remaining 19.9% equity ownership will differ for each
Subsidiary Company and may include previous contributors and founders such as
SEH or other individuals, investors, and contributors, as well as new investors
and contributors.
11. SUBSIDIARY COMPANY COMPENSATION PLANS. VBC will establish compensation plans
for each VBC Subsidiary Company will have compensation plans for its principals,
executives, employees, consultants, and strategic partners.
12. DEVELOPMENT OF VBC PLATFORM. LD Financial will attempt to raise capital in
the amount of $50,000 and provide a loan to SEH for its design, development, and
programming services to establish the initial Phase One VBC website. This Phase
One VBC website will be functional enough with Video E Mails Video Conferencing,
Collaboration, and User Contact Management to enable VBC to begin the process of
speaking to potential Investors to subscribe to and use the VBC Platform. A
separate agreement will be prepared and used for this initial website
development funding. Further injections of capital will be required for the next
steps in the development of the VBC Platform, which include hours of human
resources, data collection and management, marketing, deal making services,
security and encryption, added technical functionalities, and more.
13. VBC BUSINESS DEVELOPMENT. When the VBC Phase One website is launched, VBC
plans to use its best efforts to interest investors in subscribing to VBC, begin
the process of gathering data to populate VBC databases, and to initiate VBC
deal making services, and form subsidiary companies. Once VBC is trading as a
public company, it plans to conduct a Phase Two capital raise for further
development of the VBC company and its subsidiaries, amount of capital raise to
be determined by VBC.
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.
LD Holdings, Inc.
Dated: August 22, 2011 By: /s/ John Ayling
John Ayling, President
SE Holdings, LLC
Dated: August 22, 2011 By: /s/ Sheryl Epstein
Sheryl Epstein, President
This release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 27E of the Securities Act of 1934.
Statements contained in this release that are not historical facts may be deemed
to be forward-looking statements. Investors are cautioned that forward-looking
statements are inherently uncertain. Actual performance and results may differ
materially from that projected or suggested herein due to certain risks and
uncertainties including, without limitation, ability to obtain financing and
regulatory and shareholder approvals for anticipated actions.
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