RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS

INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934

N.E.C. Properties, Inc.
6767 West Tropicana Avenue
Suite 207
Las Vegas, Nevada 89103

REPORT OF CHANGE IN MAJORITY OF DIRECTORS
October 27, 1999

This report is furnished by the Board of Directors of N.E.C.
Properties, Inc., a Nevada corporation (the "Company"), to the holders of Common
Stock, $.001 par value per share, of the Company (the "Common Stock") in
connection with the proposed acquisition by N.E.C. Properties, Inc. of March
Indy International, Inc. (the "Acquisition"). As a condition of the
Acquisition, the following persons will be appointed by the present board
members to serve on the board of directors of the Company: Robin Herd, Tom
Megas, Peter Voller and Marina Piug. These appointees will constitute a majority
of the members of the board of directors following the Acquisition.

This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are not
required to respond to this report.

This report is first being mailed to shareholders on or about October
27, 1999.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of October 26, 1999, the security
ownership of (i) all persons known by the Company to own beneficially 5% or more
of Common Stock; (ii) all executive officers; and (iii) each director of the
Company.

Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
- -----------------------------------------------------------------------------------------

Common Vivian M. Krueger 370,000 19.9%
1501 W. Mesquite Street
Chandler, Arizona 85224

Common Jeffery D. Andre 750,000 40.3%
11073 North 111th Way
Scottsdale, Arizona 85259

Common Paige D. Price 185,000 10.0%
1601 W. Mesquite Street
Chandler, Arizona 85224

Common All Officers and 1,305,000 70.2%
Directors as a Group
(Three [3] individuals)

NO CHANGE IN CONTROL

Since the beginning of the Company's last fiscal year, there has been
no change of control of the Company.

DIRECTORS AND OFFICERS

PRESENT OFFICERS AND DIRECTORS. None of the Company's current officers
and directors receive any compensation for their services. The Board of
Directors has not established any standing committees or subcommittees. In the
past fiscal year, the Board of Directors held three (3) meetings. All of the
current directors were directors as of the close of the last fiscal year.

The following persons currently serve as officers and directors of the
Company:

Vivian M. Krueger
Jeffery D. Andre
Paige D. Price

NOMINEES. As of the date of this Report, there are 1,860,000 shares of
the Company's Common Stock issued and outstanding. The following persons will be
appointed to serve as directors of the Company upon consummation of the
Acquisition pursuant to the Company's Bylaws. Under the Bylaws, no shareholder
approval is required.

The nominees as are follows:

Robin Herd
Tom Megas
Peter Voller
Marina Puig

The background information on each of the nominees is as follows:

Robin Herd, age 60, has been Chairman of the Board of
Directors of March Indy International, Inc. since September 1,
1999. Prior to his involvement with March Indy International,
Inc., Mr. Herd established "RHL", a company involved in
consulting for and training some of the finest race car
drivers in the history of Formula One from 1990 to 1998. In
1970, Mr. Herd founded the original "MARCH" team which won
numerous Indy and European Championships including the
Oldsmobile Land-speed record with A.J. Foyt. He remained with
the March Team through 1987. Mr. Herd is noted for his racing
car designs as well as having designed the "Wings of the
Concord." Mr. Herd was awarded Britain's highest design award
- the 1985 Edinburg Design Trophy. Mr. Herd was awarded
"Commander of the British Empire" (C.B.E.) by Queen Elizabeth
in 1985 and was nominated for the Satellite Sports Oscar in
1993 for Eurosport Indy Series 1993. Mr. Herd earned his
Engineering Degree in 1961 from St. Peters College at Oxford
University.

Tom Megas, age 56, was a co-founder of March Indy International, Inc.,
a Delaware corporation in November 1998 and has served as President,
Chief Executive Officer and as a member of the Board of Directors since
inception. From 1992 to 1998 Mr. Megas served as Director of March
Group, U.K. which was involved in Motorsport racing, design and
building Formula One race chassis and race cars for the tope Formula
One competitors. Mr. Megas is an entrepreneur, having been involved in
hotel ownership and commercial real estate development in Europe from
1991 to 1999. Mr. Megas earned his B.A. from London University in 1962
in Banking and Finance, and his M.B.A. from Wharton School of the
University of Pennsylvania in 1969 in Finance and Marketing.

Peter Voller, age 57, was a co-founder of March Indy International,
Inc., a Delaware corporation, in November of 1998 and has served as its
Managing Director and as a member of the Board of Directors since its
inception. From 1992 to 1998 Mr. Voller served as a Director of March
Group, U.K. which was involved in Motorsport racing, designing and
building Formula One race chassis and race cards for the tope Formula
One competitors. Prior to his involvement in the racing industry, Mr.
Voller was Chairman of P.V. Enterprises as owner operator of a
commercial real estate development company from 1968 to 1992, Mr.
Voller earned his B.A. in Economics at L'Institut Rosey in Nyon
Switzerland 1961.

Marina Puig, age 50, has served as a member of the Board of
Directors of March Indy International, Inc. since its
inception. From 1992 to 1989, Mrs. Puig served as a Director
of March Group in the U.K. which was involved in Motorsport
racing, designing and building Formula One race chassis and
race cars for the top Formula One competitors. Prior to her
involvement in the racing industry, she was a race car
enthusiast and professional homemaker. Mrs. Puig received a
B.A. in education from Harrow College of Further Education in
1970 and a M.A. degree from Hendron College of Technology in
1972.

Following the Acquisition, Vivian M. Krueger, Jeffery D. Andre
and Paige D. Price are expected to resign as an officer
and director of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of beneficial ownership
("Forms 3") and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company ("Forms 4"). Officers, directors, and
greater than 10% shareholders of the Company are required by SEC regulations to
furnish to the Company copies of all Section 16(a) reports that they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all Section 16(a) filing requirements applicable to
its officers, directors, and greater than 10% beneficial owners were complied
with for the year ended December 31. 1998.

N.E.C. Properties, Inc.
By Order of the Board of Directors

/s/ Vivian M. Krueger
------------------------------------
Vivian M. Krueger
President