UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
No Borders, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
65486 W 10 5
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(CUSIP Number)
InfoSpan, Inc.
19700 North Fairchild Road, Suite 110
Irvine, CA 92612
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2005
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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. 365486 W 10 5
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). InfoSpan, Inc.
EIN: 20-0177256
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2. Check the Appropriate Box if a Member of a Group
Not Applicable (a) / /
(b) / /
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization
California
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Number of 7. Sole Voting Power 25,945,339
Shares --------------------------------------------------------
Beneficially 8. Shared Voting Power 0
Owned by --------------------------------------------------------
Each 9. Sole Dispositive Power 25,945,339
Reporting --------------------------------------------------------
Person 10. Shared Dispositive Power 25,945,339
With
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11. Aggregate Amount Beneficially Owned 25,945,339 by Each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11)
30.00%
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14. Type of Reporting Person (See Instructions)
CO
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $.001 per
share, of No Borders, Inc., a Nevada corporation, or No Borders. The principal
executive offices of No Borders are located at 100 Market Street, Venice,
California 90291.
Item 2. Identity and Background
(a) This statement is filed by InfoSpan, Inc., or InfoSpan.
(b) InfoSpan's address is 19700 North Fairchild Road, Suite 110,
Irvine, California 92612.
(c) InfoSpan is a provider of business of creating and operating call
centers and technology centers as well of technology and training institutes in
various parts of the world.
(d) InfoSpan has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
(e) InfoSpan has not been a party to a civil proceeding of a judicial
or administrative body resulting in 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.
(f) InfoSpan was organized under the laws of the State of California.
Item 3. Source and Amount of Funds or Other Consideration
On September 29, 2005, No Borders entered into a Stock Purchase and
Strategic Alliance Agreement ("Agreement") with InfoSpan, pursuant to which No
Borders received 20% of 100% of the issued and outstanding shares of common
stock of InfoSpan's Mexican operating corporation and assigned to InfoSpan 100%
of the shares of ASI Punto De Pago, S.A., a Mexican corporation wholly owned by
No Borders. No Borders also received 15% of 100% of the issued and outstanding
shares of the common stock of InfoSpan's operating company in Pakistan.
Under the terms of the Alliance portion of the Agreement, the parties agreed to
use commercially reasonable efforts to integrate the No Borders Business and No
Borders Platform into the InfoSpan Business in any jurisdiction or market
worldwide that InfoSpan commences the establishment of InfoSpan call and
technology centers, including Dubai, and to use commercially reasonable efforts
to incorporate a new entity under the laws of the jurisdiction where the new
call and technology centers are established. Upon the formation of each entity,
the initial capitalization of the entity will be allocated as follows: 85% of
the outstanding capital stock of the entity to InfoSpan and 15% of the
outstanding capital stock to No Borders. InfoSpan will contribute to each
applicable entity facilities, know-how, equipment, software and ongoing support
necessary to maintain such contributions, and No Borders will contribute to each
applicable entity, know-how, equipment, software, including the No Borders
Platform for use by each entity's business within the entity's applicable
jurisdiction. These contributions and intended future technology enhancements,
including enhancements to No Borders' existing proprietary Stored Value Card
Platform, will be the property of each applicable entity or utility by such
entity solely in connection with the business of the entity within the entity's
jurisdiction, it being agreed that each entity will not have the right to
license the contributions for use outside of the entity's applicable
jurisdiction so as to eliminate any possible competition with No Borders,
InfoSpan, and other entities in other jurisdictions. The parties agreed to
create business plans for each entity formed so as to attract capital and
appropriate financial and strategic partners in the particular jurisdiction.
These partners are intended to include international banking institutions. The
capital provided each entity will be used for the benefit of the applicable
entity and for the benefit of InfoSpan and No Borders.
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Under the terms of the Alliance Agreement, InfoSpan has the right of
first refusal to acquire any portion of No Border's interest in the new entities
which No Borders may wish to sell in the future.
In exchange for the foregoing, No Borders issued to InfoSpan 25,945,339
shares of No Borders' common stock. The shares are subject to the restrictions
of Rule 144 and no demand or piggyback registration rights were granted to
InfoSpan under the terms of the Agreement. No Borders e agreed to use its
reasonable efforts to increase the number of its Board of Directors to five
members and to allow InfoSpan to designate up to two members of the five member
board. No Borders further agreed to obtain D & O insurance for its officers and
directors, and InfoSpan agreed to provide No Borders with the services of their
senior management personnel such as their CFO and CTO if No Borders so wished so
as to add to its senior management staff in a cost efficient manner.
Item 4. Purpose of Transaction
See item 3, above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of common stock to which this
Schedule 13D relates is 25,945,339 shares. The shares represent approximately
30.0% of the common stock outstanding as of September 29, 2005.
(b) InfoSpan has sole voting and dispositive power over the shares of
common stock which it owns.
(c) See Item 3, above.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 3, above.
Item 7. Material to Be Filed as Exhibits
No Borders has represented that they will file a copy of the Agreement
on their next quarterly report on Form 10-QSB to be filed with the Securities &
Exchange Commission, and reference is hereby made to such filing.
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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.
October 7, 2005
INFOSPAN, INC.
/s/ Rizwan Uraizee
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Rizwan Uraizee, Chief Financial Officer
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