The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001459579 |
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Name of Issuer | |||||||||||||||
Baseball Heroes of Oakland County, LP | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
MI | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Baseball Heroes of Oakland County, LP | |||
Street Address 1 | Street Address 2 | ||
277 SUMMIT DRIVE | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
WATERFORD | MI | 48328 | 248-681-0700 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001459756 |
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Name of Issuer | |||||||||||||||
Diamond Heroes of Southeast Michigan, Inc. | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
MI | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Diamond Heroes of Southeast Michigan, Inc. | |||
Street Address 1 | Street Address 2 | ||
277 SUMMIT DRIVE | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
WATERFORD | MI | 48328 | 248-681-0700 |
3. Related Persons
Last Name | First Name | Middle Name |
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Ride the Wave Indy Baseball, LLC | N/A | N/A |
Street Address 1 | Street Address 2 | |
277 Summit Drive | ||
City | State/Province/Country | ZIP/PostalCode |
Waterford, Michigan | MI | 48328 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
General Partner of Baseball Heroes of Oakland County, LPLast Name | First Name | Middle Name |
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Hilliard | Robert | A. |
Street Address 1 | Street Address 2 | |
4976 Spring Meadow Drive | ||
City | State/Province/Country | ZIP/PostalCode |
Clarkston | MI | 48348 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Manager of Ride the Wave Indy Baseball, LLC (general parter of Baseball Heroes, LP); Director, President, Chief Executive Officer and Chief Operating Officer of Diamond Heroes of Southeast Michigan, Inc.Last Name | First Name | Middle Name |
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Kadry | Othman | |
Street Address 1 | Street Address 2 | |
263 Pine Ridge Drive | ||
City | State/Province/Country | ZIP/PostalCode |
Bloomfield Hills | MI | 48304 |
Relationship: | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director of Diamond Heroes of Southeast Michigan, Inc.Last Name | First Name | Middle Name |
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Riley | Peter | Comstock |
Street Address 1 | Street Address 2 | |
772 Lakeland | ||
City | State/Province/Country | ZIP/PostalCode |
Grosse Pointe | MI | 48230 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Vice President of Diamond Heroes of Southeast Michigan, Inc.Last Name | First Name | Middle Name |
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Wylie | Steve | |
Street Address 1 | Street Address 2 | |
6065 Middle Lake Road | ||
City | State/Province/Country | ZIP/PostalCode |
Clarkston | MI | 48328 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director, Chief Financial Officer, and Treasurer of Diamond Heroes of Southeast Michigan, Inc.Last Name | First Name | Middle Name |
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Birtsas | Timothy | D. |
Street Address 1 | Street Address 2 | |
P.O. Box 96 | ||
City | State/Province/Country | ZIP/PostalCode |
Clarkston | MI | 48347 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Executive Vice President of Diamond Heroes of Southeast Michigan, Inc.Last Name | First Name | Middle Name |
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Arvan | Carol | Ann |
Street Address 1 | Street Address 2 | |
326 East 5th Street | ||
City | State/Province/Country | ZIP/PostalCode |
Royal Oak | MI | 48067 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Secretary of Diamond Heroes of Southeast Michigan, Inc.Last Name | First Name | Middle Name |
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Nick | Timothy | L. |
Street Address 1 | Street Address 2 | |
30 Dover Road | ||
City | State/Province/Country | ZIP/PostalCode |
Waterford Township | MI | 48328 |
Relationship: | X | Executive Officer | X | Director | Promoter |
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Clarification of Response (if Necessary):
Director and Vice President of Diamond Heroes of Southeast Michigan, Inc.4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
X | $1 - $1,000,000 | $1 - $5,000,000 | ||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
Decline to Disclose | Decline to Disclose | |||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii)) | Rule 505 | |||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(i) | X | Rule 506 | ||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(ii) | Securities Act Section 4(5) | |||||||||||||||||||||||||||||||||||
Rule 504 (b)(1)(iii) | Investment Company Act Section 3(c) | |||||||||||||||||||||||||||||||||||
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7. Type of Filing
X | New Notice | Date of First Sale | 2009-03-31 | First Sale Yet to Occur | |||||
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X | Equity | Pooled Investment Fund Interests | |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | Other (describe) | ||
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
Baseball Heroes ("BH") contributed all of its assets and liabilites to Diamond Heroes ("DH") in exchange for 269,123.77 shares of common stock of DH. BH then distributed the entirety of that stock in liquidation to its partners on a pro rata basis.11. Minimum Investment
Minimum investment accepted from any outside investor | $1,000 | USD |
12. Sales Compensation
Recipient |
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None | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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N/A | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
N/A | MI | 46328 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | $2,936,750 | USD |
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Total Amount Sold | $2,936,750 | USD | ||||
Total Remaining to be Sold | $0 | USD |
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Clarification of Response (if Necessary):
The offerings represented hereby resulted in no new money to the Company, but were undertaken to convert the existing interests of the partners in the Partnership (Baseball Heroes) into common stock of the corporation (Diamond Heroes).14. Investors
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $0 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
None16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
NoneSignature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Baseball Heroes of Oakland County, LP | /s/ Robert A. Hiiliard | Robert A Hilliard | Manager of General Partner | 2009-03-31 |
Diamond Heroes of Southeast Michigan, Inc. | /s/ Robert A. Hilliard | Robert A. Hilliard | President | 2009-03-31 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.