SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )*
TS Electronics, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
89852P106
--------------------------------------------------------------------------------
(CUSIP Number)
Timothy P. Halter
12890 Hilltop Road
Argyle, TX 76226
(972) 233-0300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 2005
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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. 89852P106 13D Page 2 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HALTER FINANCIAL INVESTMENTS, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
1,828,170 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,828,170 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,170 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 89852P106 13D Page 3 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HALTER FINANCIAL INVESTMENTS GP, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,828,170 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,828,170 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,170 SHARES (1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares are owned by Halter Financial Investments, LP of which Halter
Financial Investments GP, LLC is the sole general partner.
CUSIP No. 89852P106 13D Page 4 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIMOTHY P. HALTER
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,828,170 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,828,170 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,170 SHARES (2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2) Shares are owned by Halter Financial Investments, LP of which TPH, L.P. is a
limited partner of which TPH GP, LLC is the sole general partner of which
Timothy P. Halter is the sole member.
CUSIP No. 89852P106 13D Page 5 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID BRIGANTE
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,828,170 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,828,170 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,170 SHARES (3)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(3) Shares are owned by Halter Financial Investments, LP of which Bellfield
Capital, L.P. is a limited partner of which Bellfield Capital Management, LLC is
the sole general partner of which David Brigante is the sole member.
CUSIP No. 89852P106 13D Page 6 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GEORGE L. DIAMOND
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,828,170 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,828,170 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,170 SHARES (4)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(4) Shares are owned by Halter Financial Investments, LP of which Colhurst
Capital, L.P. is a limited partner of which Colhurst Capital GP, LLC is the sole
general partner of which George L. Diamond is the sole member.
CUSIP No. 89852P106 13D Page 7 of 12 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARAT ROSENBERG
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,828,170 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,828,170 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,828,170 SHARES (5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(5) Shares are owned by Halter Financial Investments, LP of which Rivergreen
Capital, L.L.C. is a limited partner of which Marat Rosenberg is the sole
member.
CUSIP No. 89852P106 13D Page 8 of 12 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, $0.001 par value per
share (the "Stock"), of TS Electronics, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 12890
Hilltop Road, Argyle, Texas 76226.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D Statement is hereby filed by the following persons
(collectively, the "Reporting Persons"): Halter Financial Investments, L.P., a
Texas limited partnership ("HFI"); Halter Financial Investments GP, LLC, a Texas
limited liability company and the general partner of HFI ("HFI GP"); Timothy P.
Halter, a citizen of the United States and the sole member of TPH GP, LLC which
is the sole general partner of TPH, L.P. which is a limited partner of HFI
("Halter"); David Brigante, a citizen of the United States and the sole member
of Bellfield Capital Management, LLC which is the sole general partner of
Bellfield Capital, L.P. which is a limited partner of HFI ("Brigante"); George
L. Diamond, a citizen of the United States and the sole member of Colhurst
Capital GP, LLC which is the sole general partner of Colhurst Capital, L.P.
which is a limited partner of HFI ("Diamond"); and Marat Rosenberg, a citizen of
the United States and the sole member of Rivergreen Capital, LLC which is a
limited partner of HFI ("Rosenberg").
HFI is a Texas limited partnership, the principal business of which is
to provide financial consulting services. The principal business address of HFI,
which also serves as its principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
HFI GP is a Texas limited liability company, the principal business of
which is to act as general partner of HFI. The principal business address of HFI
GP, which also serves as its principal office, is 12890 Hilltop Road, Argyle,
Texas 76226.
Halter's principal occupation or employment is managing HFI GP and its
related entities. The principal business address of Halter, which also serves as
his principal office, is 12890 Hilltop Road, Argyle, Texas 76226.
Brigante's principal occupation or employment is serving as an officer
of HFI GP and its related entities. The principal business address of Brigante,
which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
Diamond's principal occupation or employment is serving as an officer
of HFI GP and its related entities. The principal business address of Diamond,
which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
Rosenberg's principal occupation or employment is serving as an officer
of HFI GP and its related entities. The principal business address of Rosenberg,
which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
CUSIP No. 89852P106 13D Page 9 of 12 Pages
During the last five years, none of the Reporting Persons (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such 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.
October 4, 2005, HFI purchased for a promissory note in the amount of
$182,817, 1,828,170 outstanding shares of restricted Stock from Halter Financial
Group, Inc. HFI plans to use "working capital" to pay its future obligations
under the promissory note. As used herein, the term "working capital" includes
income from the business operations of the entity plus sums borrowed from, among
other sources, banks and brokerage firm margin accounts, to operate such
business in general.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of this transaction is to facilitate the restructuring of
Halter Financial Group, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-3(a), at the close of business on October 4, 2005,
HFI may be deemed to be the beneficial owner of 1,828,170 shares of the Stock,
which constitutes approximately 73.1% of the 2,500,060 shares of the Stock
outstanding on October 4, 2005 (the "Outstanding Shares"). HFI, either directly
or indirectly, has or shares the power to vote or to direct the vote and to
dispose or to direct the disposition of, such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on October 4, 2005,
HFI GP, as the sole general partner of HFI, may be deemed to be the beneficial
owner of 1,828,170 shares of the Stock, which constitutes approximately 73.1% of
the Outstanding Shares. HFI GP, either directly or indirectly, may have or share
the power to vote or direct the vote and to dispose of or to direct the
disposition of such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on October 4, 2005,
Halter, as the sole member of TPH GP, LLC which is the sole general partner of
TPH, L.P. which is a limited partner of HFI, may be deemed to be the beneficial
owner of 1,828,170 shares of the Stock, which constitutes approximately 73.1% of
the Outstanding Shares. Halter, either directly or indirectly, may have or share
the power to vote or direct the vote and to dispose of or to direct the
disposition of such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on October 4, 2005,
Brigante, as the sole member of Bellfield Capital Management, LLC which is the
sole general partner of Bellfield Capital, L.P. which is a limited partner of
HFI, may be deemed to be the beneficial owner of 1,828,170 shares of the Stock,
which constitutes approximately 73.1% of the Outstanding Shares. Brigante,
either directly or indirectly, may have or share the power to vote or direct the
vote and to dispose of or to direct the disposition of such shares of Stock.
CUSIP No. 89852P106 13D Page 10 of 12 Pages
Pursuant to Rule 13d-3(a), at the close of business on October 4, 2005,
Diamond, as the sole member of Colhurst Capital GP, LLC which is the sole
general partner of Colhurst Capital, L.P. which is a limited partner of HFI, may
be deemed to be the beneficial owner of 1,828,170 shares of the Stock, which
constitutes approximately 73.1% of the Outstanding Shares. Diamond, either
directly or indirectly, may have or share the power to vote or direct the vote
and to dispose of or to direct the disposition of such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on October 4, 2005,
Rosenberg, as the sole member of Rivergreen Capital, LLC which is a limited
partner of HFI, may be deemed to be the beneficial owner of 1,828,170 shares of
the Stock, which constitutes approximately 73.1% of the Outstanding Shares.
Rosenberg, either directly or indirectly, may have or share the power to vote or
direct the vote and to dispose of or to direct the disposition of such shares of
Stock.
Other than as set forth above, none of the Reporting Persons named
herein is the beneficial owner of any shares of the Stock.
Transactions effected in the last 60 days:
----------- ----------------- ------------ ------------- -----------------------
Reporting Date Number of Price How the transaction
Person Shares per Share was effected
----------- ----------------- ------------ ------------- -----------------------
HFI October 4, 2005 1,828,170 $.10 Private Stock Purchase
----------- ----------------- ------------ ------------- -----------------------
CUSIP No. 89852P106 13D Page 11 of 12 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
To the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons or between the Reporting Persons and any other person with
respect to any securities of the Issuer, including but not limited to, transfer
or voting of any of the securities of the Issuer, finders fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, or a pledge or
contingency, the occurrence of which would give another person voting power over
shares of the Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1: Promissory Note dated October 4, 2005 in the principal amount
------------ of $182,817 executed in favor of Halter Financial Group, Inc.
by Halter Financial Investments, L.P.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: October 4, 2005
Halter Financial Investments, L.P.,
a Texas limited partnership
By: Halter Financial Investments GP, LLC
Its: General Partner
By: /s/ Timothy P. Halter
-------------------------------------
Its: Chairman
Halter Financial Investments GP, LLC,
a Texas limited liability company
By: /s/ Timothy P. Halter
-------------------------------------
Its: Chairman
/s/ Timothy P. Halter
----------------------------------------
Timothy P. Halter
/s/ David Brigante
----------------------------------------
David Brigante
/s/ George L. Diamond
----------------------------------------
George L. Diamond
/s/ Marat Rosenberg
----------------------------------------
Marat Rosenberg
PROMISSORY NOTE
October 4, 2005 $182,817
FOR VALUE RECEIVED, Halter Financial Investments, L.P., a Texas limited
partnership, promises to pay to the order of The Halter Group, Inc. (d/b/a
Halter Financial Group), a Texas corporation ("Payee"), at such place as Payee
or any subsequent holder may from time to time direct Maker, the principal sum
of One Hundred Eighty-two Thousand Eight Hundred Seventeen and no/100 dollars
($182,817), together with interest thereon (calculated on the basis of a 365-day
year) which shall accrue on a per annum basis at a rate of 5%. All payments on
this promissory note (this "Note") shall be due and payable in lawful money of
the United States of America.
1. Principal and Interest Payments. The principal of, and interest on,
this Note shall be due and payable upon the demand of the Payee.
2. Prepayments. At the option of Maker, the unpaid principal balance of
this Note may be paid in whole together with all accrued but unpaid interest at
any time.
3. Method of Payment. All payments made under this Note, whether of
principal or interest, shall be made by Maker to the holder hereof on the date
specified or provided herein and shall be delivered by means of certified or
cashiers' check or wire transfer of immediately available funds to an account
specified by the holder hereof. Whenever payment hereunder shall be due on a day
which is not a Business Day, the date for payment thereof shall be extended to
the next succeeding Business Day. If the date for any payment is extended by
operation of law or otherwise, interest thereon shall be payable for such
extended time." Business Day" means every day which is not a Saturday, Sunday or
legal holiday.
4. Events of Default. The following shall constitute events of default
("Events of Default") hereunder:
(a) failure of Maker to make any payment on this Note as and
when the same becomes due and payable in accordance with the terms
hereof;
(b) failure of Maker to perform any other covenant contained
herein, if the same has continued for thirty (30) days after written
notice specifying such default has been delivered to Maker by Payee;
(c) if Maker makes an assignment for the benefit of creditors,
or petitions or applies for the appointment of a liquidator, receiver
or custodian (or similar official) of it or of any substantial part of
its assets, or if Maker commences any proceeding or case relating to it
under the Bankruptcy Code or any other bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, or takes any action to
authorize any of the foregoing; or
(d) if any petition or application of the type described in
subparagraph (c) immediately above is filed or if any such proceeding
or case described in subparagraph (c) is commenced against Maker and is
not dismissed within sixty (60) days, or if Maker indicates its
approval thereof, consents thereto or acquiesces therein, or if an
order is entered appointing any such liquidator or receiver or
custodian (or similar official), or adjudicating Maker bankrupt or
insolvent, or approving a petition in any such proceeding, or if a
decree or order for relief is entered in respect of Maker in an
involuntary case under the Bankruptcy Code or any other bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction.
In the event any one or more of the Events of Default specified above
occurs and is continuing, the holder of this Note may (i) accelerate the
maturity of this Note with notice to Maker at which time all such amounts shall
be immediately due and payable, (ii) proceed to protect and enforce its rights
either by suit in equity or by action at law, or by other appropriate
proceedings, whether for the specific performance of any covenant or agreement
contained in this Note or in aid of the exercise of any power or right granted
by this Note, or (iii) enforce any other legal or equitable right of the holder
of this Note.
5. Delay or Omission Not Waiver. No delay or omission on the part of
the holder of this Note in the exercise of any power, remedy or right under this
Note, or under any other instrument executed pursuant hereto, shall operate as a
waiver thereof, nor shall a single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other right or power hereunder.
6. Waiver. Any term, covenant, agreement or condition of this Note may,
only with the written consent of Maker and Payee, be amended or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively), altered, modified or amended.
7. Attorneys' Fees and Costs. In the event an Event of Default shall
occur, and in the event that thereafter this Note is placed in the hands of an
attorney for collection, or in the event this Note is collected in whole or in
part through legal proceedings of any nature, then and in any such case Maker
promises to pay all costs of collection, including, but not limited to,
reasonable attorneys' fees and court costs incurred by the holder hereof on
account of such collection, whether or not suit is filed.
8. Successors and Assigns. All of the covenants, stipulations, promises
and agreements in this Note made by Maker and Payee (by virtue of its acceptance
of this Note) shall bind its their respective successors and assigns, whether so
expressed or not.
9. Maximum Lawful Rate. It is the intent of the Maker and holder of
this Note to conform to and contract in strict compliance with applicable usury
law from time to time in effect. In no way, nor in any event or contingency
(including but not limited to prepayment, default, demand for payment, or
acceleration of the maturity of any obligation), shall the rate of interest
taken, reserved, contacted for, charged or received under this Note exceed the
highest lawful interest rate permitted under applicable law. If the holder of
this Note shall ever receive anything of value which is characterized as
interest under applicable law and which would apart from this provision be in
excess of the highest lawful interest rate permitted under applicable law, an
amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
this Note in the inverse order of its maturity and not to the payment of
interest, or refunded to Maker or the other payor thereof if and to the extent
such amount which would have been excessive exceeds such unpaid principal. All
interest paid or agreed to be paid to the holder hereof shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full stated term (including any renewal or extension) of this
Note so that the amount of interest on account of such obligation does not
exceed the maximum permitted by applicable law. As used in this Section, the
term "applicable law" shall mean the laws of the State of Texas or the federal
laws of the United States, whichever laws allow the greater interest, as such
laws now exist or may be changed or amended or come into effect in the future.
10. Governing Law. This Note shall be governed by and construed in
accordance with the substantive laws (but not the rules governing conflicts of
laws) of the State of Texas.
11. Notice. All notices, demands or requests provided for or permitted
to be given under this Note must be in writing.
12. Severability. In case any one or more of the provisions contained
in this Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof.
EXECUTED as of the date first set forth above.
Halter Financial Investments, L.P.
/s/ Timothy P. Halter
---------------------------------------------
Timothy P. Halter, Chairman, Halter Financial
Investments GP, LLC, its General Partner