SEC Info - Pride Business Development Holdings, Inc. - ‘SC 14F1’ on 8/3/04 re: Pride Business Development Holdings, Inc.

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Pride Business Development Holdings, Inc. – ‘SC 14F1’ on 8/3/04 re: Pride Business Development Holdings, Inc.

On: Tuesday, 8/3/04, at 9:56am ET · Accession #: 1158957-4-160 · File #: 5-62455

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/03/04  Pride Business Dev Holdings, Inc. SC 14F1                1:21K  Pride Business Dev Holdings, Inc. Barker Darrell/FA

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Medstretch Inc. SC 14F1                                6     30K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Change of Control
1	1st Page - Filing Submission
3	Change of Control

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MEDSTRETCH INC.
175 BRIGHTON AVENUE
TOTONTO, ONTARIO, CANADA M3H 4E3

____________________________

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1

NOTICE OF CHANGE IN THE COMPOSITION
OF THE BOARD OF DIRECTORS AND
CHANGE OF CONTROL

AUGUST 3, 2004

____________________________

This Information Statement is being furnished to holders of record of
the common stock, par value $.001 per share, of Medstretch Inc., a Nevada
corporation, in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated under
the Exchange Act.

No vote or other action by our stockholders is required in response to
this Information Statement. Proxies are not being solicited.

INTRODUCTION

We anticipate that, following the expiration of the ten-day period
beginning on the later of the date of the filing of this Information Statement
with the SEC pursuant to Rule 14f-1 or the date of mailing of this Information
Statement to our stockholders, the transactions contemplated by the share
exchange agreement discussed below under "Change of Control" will be completed.
At that time:

o Medstretch will issue an aggregate of 8,500,000 shares of common
stock to the current stockholders of Pride Business Development
Group, a Nevada corporation ("Pride"), in exchange for all the
outstanding shares of capital stock of Pride, by which
transaction Pride will become a wholly owned subsidiary of
Medstretch. Pride will continue as a separate corporation under
the laws of the State of Nevada.

o In conjunction with the share exchange, Medstretch will dispose
of all of its assets, including its intellectual property
assets, relating to the muscular - skeletal programs that it
sought to develop and market. Medstretch and Pride have
determined that these assets have no current value, and they do
not fit with the future business plans that the Pride management
has for Medstretch. These assets will be transferred to Dr. Kim
Partridge, the current majority stockholder of Medstretch in
return for the contribution to capital of all the common stock
of which she is the holder, so that all of such shares,
aggregating 8,000,000 shares, will be cancelled and returned to
the status of authorized but unissued shares of common stock. In
addition, as part of the capital restructuring of Medstretch for
this transaction, an aggregate of an additional 2,666,000 shares
will be contributed to the capital of Medstretch by certain of
the stockholders, all of such shares to be cancelled and
returned to the status of authorized but unissued shares of
common stock.

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o As a result of the issuance and contribution to capital of
various shares of common stock, after the exchange and return of
shares, there will be issued and outstanding an aggregate of
10,000,000 shares of common stock outstanding. Of that amount,
the stockholders of Pride will become the holders of 85% of
common stock of Medstretch, and in control of the company. There
are not currently any instruments, including options, warrants
and convertible securities and notes, to issue any shares of
common stock.

o Ms. Kim Partridge, the sole member of our board of directors,
will resign and Mr. Ari Markow and Ms. Francine Markow will be
appointed as new directors and shall constitute the entire board
of directors immediately following the consummation of the share
exchange and each of these persons will be appointed to
executive positions of Medstretch.

Because of the change in the composition of our board of directors and
the issuance and cancellation of securities pursuant to the share exchange
agreement, there will be a change in control of our company on the date the
transactions are completed.

As of August 2, 2004, we had issued and outstanding 12,166,000 shares
of common stock, our only class of voting securities that would be entitled to
vote for directors at a stockholders meeting if one were to be held. Each share
of common stock is entitled to one vote.

Please read this Information Statement carefully. It describes the
terms of the share exchange agreement and contains certain biographical and
other information concerning our executive officers and directors after
completion of the transactions under the share exchange agreement.

BUSINESS OF PRIDE

Pride is a development stage company, the principal assets of which are
certain worldwide excusive license agreements for the use of certain registered
tradenames and trademarks in connection with certain products focused on the
Homeland Security marketplace. Licensed tradenames and trademarks include Smith
& Wesson (TM) , and certain other trademarks and tradenames owned by Smith &
Wesson Holding Corporation, in connection with body armor, vehicle armor and
automated external defibrillators. Pride also holds a worldwide exclusive
license for the use of the tradename of HeartBeat(TM) in connection with
automated external defibrillators. Pride has also entered into long-term
agreements pertaining to the manufacture and design of its line of body armor
and automated external defibrillators.. After the share exchange, the management
of Pride, plans to pursue its business plan of becoming the number one source
for the unique, yet ever growing list of equipment and material demanded by the
Homeland Security marketplace.

Because Pride is in the development stage, it currently has minimal
revenues and is incurring expenses from its operations. No specific value has
been assigned to Pride's principal assets in that they are intangible in form.
To date, approximately US$900,000 has been spent by Pride in developing its
current principle assets. Pride currently has cash and working capital of
approximately US$100,000.. Its liabilities consist of loans outstanding in the
approximate amount of US$700,000.. Pride will need substantial capital for it to
implement its business plan It is negotiating with sources for investment
capital, but does not have any commitments from these sources at this time.

Once the share exchange is completed, it is anticipated that Medstretch
will take action to change the name of the company to more closely reflect the
business of Pride Business Development Group.

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CHANGE OF CONTROL

On August 2, 2004, Medstretch, Pride and the three stockholders of
Pride entered into the share exchange agreement. The share exchange agreement
provides that Medstretch will issue an aggregate of 8,500,000 shares of common
stock in exchange for all the outstanding capital stock of Pride, consisting of
100 shares of common stock. The anticipated closing date for the share exchange
is August 16, 2004. After the new issuance, taking into effect the contribution
to capital which is a condition set forth in the share exchange agreement, the
total outstanding shares of Medstretch will be 10,000,000 as of the closing
date. Of these, 8,500,000 shares, representing 85% of the outstanding shares of
common stock, will be held by the new management of Medstretch. The share
exchange agreement also provides that Dr. Kim Partridge, the current director
and officer of Medstretch, will resign as director and officer and will be
replaced with Mr. Ari Markow and Ms. Francine Markow as directors and also the
principal officers of Medstretch. Ari Markow is the son of Francine Markow.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock
beneficially owned as of August 2, 2004 by (i) those persons or groups known to
beneficially own more than 5% of our common stock prior to the closing of the
share exchange agreement, (ii) those persons or groups known to beneficially own
more than 5% of our common stock on and after the closing of the share exchange
agreement, (iii) each current director and each person that will become a
director upon the closing of the share exchange agreement, (iv) our chief
executive officer and each executive officer whose compensation exceeded
$100,000 in the fiscal year ended December 31, 2003, (v) all current directors
and executive officers as a group and (vi) all directors and executive officers
on and after the closing of the share exchange agreement as a group. The
information is determined in accordance with Rule 13d-3 promulgated under the
Exchange Act. Except as indicated below, the stockholders listed possess sole
voting and investment power with respect to their shares. The business address
of Ms Kim Partridge is 175 Brighton Avenue, Toronto, Ontario, Canada M3H 4E3,
and the business address of Mr. Ari Markow and Ms. Francine Markow is 15760
Ventura Boulevard, Suite 1020, Encino, California 91436.

[Enlarge/Download Table]

Before Closing of After Closing of
Purchase Agreement(1) Purchase Agreement(2)
------------------------- -------------------------
Amount and Amount and
Nature of Nature of
Beneficial Percent Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class Ownership Of Class
------------------------------------ ---------- ---------- ---------- ----------

Dr. Kim Partridge (3) 9,000,000 73.9% 0 0
Mr. Mitchell Geisler (3) 9,000,000 73.9% 0 0
Ms. Cindy Roach (4) 1,000,000 8.2% 0 0
Mr. Ari Markow -- -- 1,700,000 17%
Ms. Francine Markow -- -- 6,800,000 68%

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[Enlarge/Download Table]

All executive officers and directors as a 9,000,000 73.9% 8,500,000 85%
group (one person prior to and three
persons on and after consummation of the
share exchange agreement)
---------------------

* Less than 1%.

(1) Based on 12, 166,000 shares outstanding on August 2, 2004.
(2) Based on 10,000,000 shares outstanding after the issuances for the
Pride capital stock and the contribution to capital of Medstretch of
10,666,000 shares of common stock.
(3) Dr. Partridge and Mr. Geisler are spouses. Dr. Partridge owns of record
8,000,000 shares and Mr. Geisler owns of record 1,000,000 shares, and
each disclaim beneficial ownership as to the others shares. Mr. Geisler
has the same business address as Dr. Partridge.
(4) The business address of Ms. Roach is 157 Adelaide Street West, Suite
600, Toronto, Ontario Canada M5H 4E7.

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Effective upon the completion of the transactions under the share
exchange agreement following the expiration of the ten-day period beginning on
the later of the date of the filing of this Information Statement with the SEC
pursuant to Rule 14f-1 or the date of mailing of this Information Statement to
our stockholders, our board of directors will be reconstituted and fixed at
three directors. On that date Dr. Kim Partridge will resign as the sole director
and officer and Mr. Ari Markow and Ms. Francine Markow will be appointed as
directors and shall constitute the entire board of directors immediately
following the closing of the transactions contemplated by the share exchange
agreement. The new directors will also be appointed to executive positions with
the company. The following tables set forth information regarding our current
executive officer, director and key employee and our proposed executive officers
and directors after completing the transaction under the share exchange
agreement. If any proposed director listed in the table below should become
unavailable for any reason, which we do not anticipate, the directors will vote
for any substitute nominee or nominees who may be designated by Mr. Markow prior
to the date the new directors take office.

Each member of our board of directors serves a term of one year or from
the date of election until the end of the designated term and until the
successor is elected and qualified.

Current Executive Officers, Directors and Key Employees

Name Age Position

Dr. Kim Partridge................ 35 Chairman, President, Treasurer and
Secretary and Sole Director

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Kimberly Partridge is a Doctor of Chiropractic. She graduated from the
University of Toronto in 1992 with a Bachelor of Honors in Science. In 1996, Dr.
Partridge graduated from the Canadian Memorial Chiropractic College with a
Doctor of Chiropractic Degree, and began her professional chiropractic career
with a two-year tenure at Ceder Heights Chiropractic Clinic. Since 1998, Dr.
Partridge has operated a private practice, known as the Yonge Sheppard
Chiropractic Wellness Center located in Toronto, Ontario. Dr. Partridge is a
member of the Ontario Chiropractic Association, Canadian Chiropractic
Association, North York Chiropractic Society and the North York Chamber of
Commerce. In addition to private practice treating individual patients for their
complaints, Dr. Partridge offers various seminar and similar types of programs
to Toronto based corporate and government clients.

Executive Officers and Directors After the Closing of the Share Exchange
Agreement

Name Age Position

Mr. Ari Markow................... 34 Director, President and Treasurer
Ms. Francine Markow.............. 53 Chairman of the Board, Vice President
and Secretary

Ari Markow, age 34, currently serves as the President, Treasurer, and a
member of the Board of Directors of Pride Business Development Group. Prior to
joining Pride Business Development Group in May of 2003, Mr. Markow served as
General Counsel and Vice President to a privately held business consulting firm
specializing in assisting small private and public emerging growth companies in
managing and realizing their goals with respect to their business operations,
growth potential and financing needs. Prior thereto, Mr. Markow practiced
securities and corporate law and litigation at two separate Los Angeles,
California based law firms where he represented the interests of a variety of
private and public companies with respect to SEC compliance issues, mergers,
acquisitions, restructuring transactions and general corporate matters. Mr.
Markow has been a member of the California State Bar since 1996.

Francine Markow, age 53, currently serves as Corporate Secretary, Vice
President and Chairman of the Board of Directors of Pride Business Development
Group. She holds a Bachelor of Arts Degree in Speech Communication from
California State University, Northridge. Prior to joining Pride Business
Development Group in May of 2003, Mrs. Markow founded and helped build a
corporate service company located in Los Angeles, California which acts as a
full service filing agent for small public corporations and offers general
public relations and consulting services to its corporate clients. She continues
to serve as an officer and director of the corporate service company. Since 1993
Mrs. Markow has volunteered her services to the Simon Wiesenthal Center's Museum
of Tolerance located in Los Angeles, California, as both a docent and
facilitator for their Tools For Tolerance Program, dedicated to diversity
training for corporations and educators.

Executive Compensation

Prior to the share exchange we have not paid any cash compensation or
other benefits to our executive officers.

After the share exchange, compensation arrangements that are
commensurate with the type of business Pride is involved in and the stage of
development Pride has currently obtained, will be implemented.

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Board of Directors' Meetings and Committees

During the fiscal years ending December 31, 2002 and 2003, our board of
directors acted by unanimous consent on two and one occasions, respectively. Our
entire board participated in each action. We do not have standing nominating,
audit or compensation committees. All activities of our independent auditors
were approved in advance by action of the board of directors. We have not
adopted a code of ethics since we have one director and one employee, both of
which are the same person. We have not adopted any plan or methodology by which
employees, stockholders others may specially communicate with the board of
directors.

Director Compensation

Persons who are directors and employees will not be additionally
compensated for their services as a director. There is no plan in place for
compensation of persons who are directors who are not employees, but it is
expected that in the future we will create a remuneration and reimbursement
plan.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the our directors and
executive officers, and persons who own more than 10% of the outstanding shares
of our common stock, to file initial reports of beneficial ownership and reports
of changes in beneficial ownership of shares of common stock with the
commission. Such persons are required by commission regulations to furnish us
with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us during the year ended December 31, 2003, and upon a review of
Forms 5 and amendments thereto furnished to us with respect to the year ended
December 31, 2003, or upon written representations received by us from certain
reporting persons that no Forms 5 were required for those persons, we believes
that no director, executive officer or holder of more than 10% of the
outstanding shares of common stock failed to file on a timely basis the reports
required by Section 16(a) of the Exchange Act during, or with respect to, the
year ended December 31, 2003.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Medstretch has been provided office space by the sole officer and
director or a significant shareholder from time to time.

As part of the share exchange, both Medstretch and Price determined
that it would be in the best interest of the new business plan that the current
assets of the company relating to muscular - skeletal programs be disposed of.
These have no commercial value at this time. In addition, to develop the
programs it would take a substantial amount of capital and time and effort, all
of which would detract from the future business plan. Therefore, it was
determined to dispose of them by returning them to Dr. Partridge, in exchange
for the return to capital of her common stock of the company. Certain other
persons are also contributing capital to the company as part of the share
exchange agreement. The company did not seek stockholder approval of this
action, but Dr. Partridge is the single largest stockholder of the company at
the time immediately preceding the share exchange.

MEDSTRETCH, INC.
Dated: August 3, 2004

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

	8/16/04	3		NT 10-Q
Filed on:	8/3/04	1	6
	8/2/04	2	4
	12/31/03	3	6	10KSB, NT 10-K
	12/31/02	6		10KSB, 10KSB/A
				List all Filings

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Filing Submission 0001158957-04-000160 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pride Business Development Holdings, Inc. – ‘SC 14F1’ on 8/3/04 re: Pride Business Development Holdings, Inc.

On: Tuesday, 8/3/04, at 9:56am ET · Accession #: 1158957-4-160 · File #: 5-62455

Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents