UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission (only as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with Preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing fee for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.
(3) Filing Party:
(4) Date Filed:
August 17, 2004
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
2614 Main St., Dallas, TX 75226
(214) 670-0005
INFORMATION STATEMENT
AND NOTICE OF ACTIONS TAKEN
BY WRITTEN CONSENT OF THE MAJORITY STOCKHOLDERS
General Information
- -------------------
This information is being provided to the shareholders of Safe
Alternatives Corporation of America, Inc., (the "Company"), in connection with
our prior receipt of approval by written consent, in lieu of a special meeting,
of the holder of a majority of our common stock (1) authorizing an amendment to
our Articles of Incorporation changing our corporate name to Mortgage Assistance
Corporation, effecting a reverse split of our issued and outstanding common
stock on a one for two hundred fifty (1:250) basis (the "Reverse Split") and
changing our authorized common stock capital from 700,000 common post reverse
split shares, par value $0.0001 to 50,000,000 common shares, par value $0.001
and; (2) authorizing the acquisition of Mortgage Assistance Corporation, a Texas
corporation, (MAC) from its shareholders in a share exchange transaction (the
"Share Exchange"). The shareholders holding shares representing 75.9% of the
votes entitled to be cast at a meeting of the Company's shareholders, consented
in writing to the proposed actions. The approval by the shareholders will not
become effective until 20 days from the date of mailing of this Information
Statement to our shareholders.
The Company's Board of Directors approved these actions on May 14, 2004
and (1) recommended that the Articles of Incorporation be amended in order to
effectuate the corporate name change, reverse split of common shares and change
in common share capital and (2) recommended the Share Exchange with the
shareholders of MAC.
The proposed Amendment to the Articles of Incorporation will be filed
with the Florida Secretary of State and will be effective when filed. The
anticipated filing date will be approximately 20 days after the mailing of this
Information Statement to our shareholders. The Share Exchange will be subject to
a future definitive acquisition agreement. We propose to issue 12,000,000 New
Common shares in the Exchange Transaction, subject to (a) amending our
articles of incorporation and state and federal securities law compliance.
If the proposed Amendment were not adopted by written majority
shareholder consent, it would have been necessary for this action to be
considered by the Company's shareholders at a special shareholder's meeting
convened for the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of the shareholders
to approve the Amendment is authorized by Section 607.0704 of the Florida
Statutes, (the "Florida Law"). This Section provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less that
the minimum number of votes which would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting. According to this
Section 607.0704 of the Florida Law, a majority of the outstanding shares of
voting capital stock entitled to vote on the matter is required in order to
amend the Company's Articles of Incorporation. In order to eliminate the costs
and management time involved in holding a special meeting and in order to effect
the Amendment as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority shareholders of the Company.
The date on which this Information Statement was first sent to the
shareholders is on, or about August 19, 2004. The record date established by the
Company for purposes of determining the number of outstanding shares of Voting
Capital Stock of the Company on August 16, 2004, (the "Record Date").
Outstanding Voting Stock of the Company
As of the Record Date, there were 165,853,058 shares of Common Stock
issued and outstanding. The Common Stock constitutes the outstanding class of
voting securities of the Company. Each share of Common Stock entitles the holder
to one (1) vote on all matters submitted to the shareholders.
Security Ownership of Certain Owners and Management
The following Table sets forth the Common Stock ownership information
as of June 30, 2004, with respect to (i) each person known to the Company to be
the beneficial owner of more than 5% of the Company's Common, (ii) each director
of the Company, (iii) each person intending to file a written consent to the
adoption of the actions described herein, and (iv) all directors, executive
officers and designated shareholders of the Company as a group. This information
as to beneficial ownership was furnished to the Company by or on behalf of each
person named. Unless otherwise indicated, the business address of each person
listed is the Company's address.
Table 1. Beneficial Ownership (a)
Common
------
Name Shares Beneficially Owned Percent of Class
- ---- ------------------------- ----------------
Richard J. Fricke(1)(2)(4)(5) 32,766,988 19.75%
25 Buckingham Ridge Road
Wilton, CT 06897
Dominic G. Parisi (2)(5) 8,468,804 5.10%
701 Kettner Blvd #75
San Diego, CA
Loper & Seymour, P.A.(2)(3)(6) 84,720,733 51.08%
Escrow Account
24 East 4th Street
St. Paul, MN 55101
Dale J. Hensel(6) -0- -0-
All Directors and Officers
as a Group 41,235,792 24.85%
Directors and Officers
as a Group (4)
Total Shares
(1) Includes (a) 300,000 shares of the Company's restricted Common Stock as
compensation for his services as an Officer and Director during 1998; (b)
currently exercisable options to purchase 2,500,000 restricted shares of
the Company's Common Stock at an exercise price of $.01 per share,
exercisable until December 21, 2008, for his continued service, together
with the liability exposure attendant thereto, as an Officer and Director
of the Company after the remainder of the Company's Officers and Directors
resigned in December 1998. In 1999, the Company converted the award of
these options into an award of the Company's restricted Common Stock; (c)
options to purchase 4,500 shares of the Company's restricted Common Stock
as compensation for serving as an Officer and Director of the Company
during 1998; and (d) 2,954 shares owned by The Ridge Group.
Although the following are included in the total, Mr. Fricke specifically
disclaims any ownership in the following shares: (a) 82,080 shares held by
the Fricke Family Trust; (b) 636,800 shares held by Mr. Frickes former
spouse; (c) 82,080 shares held by his father; (d) 15,303 shares that he
holds as Trustee; and (e) 82,080 held by his grown children.
(2) In 1999, the Company authorized the issuance options to purchase four
hundred (400) shares of the Company's restricted Common Stock at $.0001 per
share for a period of five (5) years from the date of the meeting to each
member of the Board for each meeting attended. Under this plan, each
Director is entitled to currently exercisable options to purchase 6,000
shares of the Company's restricted Common Stock in 1999 and options to
purchase 4,000 shares of restricted Common Stock for 2000. There were no
options issued in 2001 or 2002.
(3) During the second quarter of 2002, in order to facilitate the Company's
merger or other combination with another company, the Company issued a
total of 84,720,733 shares of the Company's restricted stock to be held in
escrow for the benefit of the Company's future merger or combination
partner.
(4) The directors have agreed to waive the right to and under any stock options
that they may have, effective upon the consummation of a merger or other
combination of SACA and another company.
(5) Fricke and Parisi resigned their officer and director positions effective
March 5, 2004, nominating Dale Hensel to fill the vacant director and
president positions. Hensel consented to the nomination on March 19, 2004.
(6) Dale Hensel became the sole company director on March 19, 2004.
Purpose and Effect of the Name Change
- -------------------------------------
Our board of directors and majority shareholders believe that the new
corporate name change to Mortgage Assistance Corporation will reflect our change
in business direction once we acquire MAC. The new corporate name will promote
public recognition and more accurately reflect our new business focus.
Changes in Capital
- ------------------
The Company's Board of Directors is taking action to effect a one-for-two
hundred fifty (1:250) reverse stock split (the "Reverse Split") of the Company's
Common Stock (the "Prior Common"). Additionally, we are taking action to change
our authorized common stock to 50,000,000 shares,par value $0.001 per share.
We propose to amend the Articles of Incorporation in connection with the Reverse
Split and change in common stock capital.
Pursuant to the Reverse Split, each two hundred fifty (250) shares of Prior
Common issued and outstanding would be reclassified as, and exchanged for, one
(1) share of newly issued Common Stock ("New Common").
The Reverse Split will occur on a future designated date, (the "Effective Date")
without any further action on the part of shareholders of the Company and
without regard to the date or dates on which certificates representing shares of
Prior Common are actually surrendered by each holder for certificates
representing the number of shares of the New Common that each stockholder is
entitled to receive as a consequence of the Reverse Split. After the Effective
Date of the Reverse Split, the certificates representing shares of Prior Common
represent one-two hundred-fiftieths the number of shares of New Common.
Certificates representing shares of New Common will be issued in due course as
old certificates are tendered for exchange. No fractional shares of New Common
will be issued and, in lieu thereof, shareholders holding a number of shares of
Prior Common not evenly divisible by 250, and stockholders holding fewer than
250 shares of Prior Common prior to the Effective Date, upon surrender of their
old certificates, will receive one share of New Common in lieu of fractional
shares of New Common. The reverse split will reduce our issued and outstanding
common stock from 165,853,058 to approximately 663,412 without factoring in
rounding up for fractional shares. The reverse split will reduce our authorized
common stock to 700,000 shares.
The New Common issued pursuant to the Reverse Split will be fully paid and
non-assessable. All shares of New Common will have the same voting rights and
other rights as shares of the Prior Common have. Stockholders of the Company do
not have preemptive rights to acquire additional shares of Common Stock which
may be issued.
Purpose and Effect of the Change in Capital
- -------------------------------------------
The proposed change in our authorized common stock increasing the
number of common shares from 700,000 post reverse split shares to 50,000,000
shares will enable the Company to have sufficient shares for future financing,
acquisition opportunities and issuance of the 12,000,000 shares for the MAC
acquisition. Presently, we have no financing or acquisition plans which involve
the issuance of common stock with the exception of the MAC acquisition. This
increase in capital from 700,000 post reverse split shares to 50,000,000 shares
is necessary for us to complete our planned acquisition of MAC. This change in
capital will not affect the relative rights or privileges of our common stock
shareholders. The newly authorized common stock will have the same rights as the
presently authorized shares of Common Stock.
The Reverse Split is a requirement of the Share Exchange transaction
with MAC. The Reverse Split will decrease the number of Prior Common shares
outstanding and possibly increase the per share market price for the New Common
stock. Theoretically, the number of shares outstanding should not, by itself,
affect the marketability of the stock, the type of investor who acquires it, or
the Company's reputation in the financial community, but in practice this is not
necessarily the case, as many investors look upon a stock trading at, or under
$1.00 per share as unduly speculative in nature, and as a matter of policy,
avoid investment in such stocks. Additionally, the reverse stock split would
reduce the number of shares of its New Common stock outstanding to amounts that
management believes are more reasonable in light of its size and market
capitalization. The Company will require additional capital for its operations
and does not believe that it will be able to raise the necessary capital unless
the price of the common stock is higher than the current common stock price
levels and the total number of issued and outstanding share are reduced.
However, no assurance can be given that the reverse split will result in any
increase in the common stock price or that the Company will be able to complete
any financing following the Reverse Split.
There can be no assurance, nor can the Board of Directors of the
Company predict what effect, if any, the proposed reverse split, increase in the
authorized common stock or issuance of the MAC acquisition shares will have on
the market price of the Company's common stock.
Acquisition of MAC
- ------------------
We have taken the initial action necessary to begin the acquisition of
MAC as outlined in the Letter of Intent. The implementation of the MAC
acquisition will require the approval of the consenting MAC shareholders. We
have received the consent of our majority shareholders subject to the completing
our delivery of this information statement to all of our shareholders of record.
Our majority shareholders' consents will become effective 20 days after your
receipt of this information statement. We propose to issue 12,000,000 New Common
shares to the MAC shareholders in exchange for all of the issued and outstanding
stock of MAC. The Share Exchange implementation is subject to, among other
things, state and federal securities regulation and the implementation of the
reverse split and capital change. We cannot estimate a completion date for the
proposed Share Exchange at this time. The reverse split coupled with the
issuance of the 12,000,000 MAC shares will substantially dilute the share
interests of the existing shareholders.
Conflict of Interest
- --------------------
A conflict of interest exists concerning all of these corporate actions
because Dale Hensel is our company president and director and also the
president, director and shareholder of MAC. The decisions to change our
corporate name, implement the reverse split and capital change and acquire MAC
from the MAC shareholders are actions over which Mr. Hensel has exercised
degrees of control and in Which he has a financial interest. As a result of the
conflict of interest, under Section 607.0832 of Florida Law, the conflict of
interest transactions must be disclosed to the shareholders entitled to vote and
they must authorize, approve or ratify the transactions. In this case, the
transactions have been disclosed to, authorized and approved by the written
consent of our company's majority shareholders who hold 75.9% of the voting
stock.
Contact Information
-------------------
Safe Alternatives Corporation of America, Inc. (the "Company") has its
principal executive offices located at 2614 Main St., Dallas, TX 75226. The
corporate telephone number is (214) 670-0005.
Mortgage Assistance Corporation, a Texas corporation ("MAC"), has its
principal executive offices located at 2614 Main St., Dallas, TX 75226. The
corporate telephone number is (214) 670-0005.
Summary of Proposed Acquisition Terms
-------------------------------------
The following highlights preliminary information pertaining to our
proposed acquisition of MAC and does not contain all of the information because
a definitive acquisition agreement has not been prepared or executed.
o We have a letter of intent signed by the President of MAC.
o We anticipate obtaining the consent of all MAC shareholders before
completing the acquisition.
o We will also need to comply with state and federal securities laws
relating to the issuance of our shares in exchange for all of the MAC
shares.
Business Conducted by the Companies
-----------------------------------
Our company has not conducted any business operations for about two years. We
have been working to resolve creditor claims and lawsuits resulting from our
past operations. MAC's principal business operations involve the purchase of
non-performing real estate secured promissory notes and real property investment
in the United States.
Terms of the Proposed Share Exchange Transaction
------------------------------------------------
We propose to issue 12,000,000 New Common shares to the MAC
shareholders (the "Share Exchange") in exchange for all of the issued and
outstanding capital stock of MAC. This will require the approval of the
consenting MAC shareholders. The acquisition of the MAC shares requires the
approval of our majority shareholders.
The Share Exchange will be subject to, among other things, amending our
articles of incorporation and state and federal securities regulation. We are
not permitted to issue the exchange shares unless we increase our authorized
capital and issue the exchange share complying with both federal and state
securities laws. We will need to issue the shares under securities transaction
exemptions or register the issuance of the shares with the regulating
governmental authorities. We anticipate acquiring all of the MAC shares under
the isolated securities transaction exemption permitted by Section 4(2) of the
Securities Act of 1933, as amended. We cannot estimate a completion date for the
proposed Share Exchange at this time.
Purpose and Effect of the Share Exchange
- ----------------------------------------
The proposed acquisition of MAC will be structured as a share exchange
transaction. This means that we will issue the MAC shareholders our company
shares for their company shares. MAC will become a wholly owned subsidiary of
our company. This will permit MAC to continue to conduct its business without
any delays associated with merger transactions. The Company's majority
shareholders approved the MAC acquisition. The Name Change, Reverse Split and
capital changes will facilitate the acquisition transaction.
Past Contacts, Transactions or Negotiations
-------------------------------------------
The consideration exchanged in proposed Share Exchange Agreement
between the Company and MAC was negotiated between the Company and MAC in a
transaction with management. The management of the Company and MAC share a
common director and officer, Dale Hensel. The transaction did not represent an
arms-length transaction. The transaction was valued at $295,000 or $.025 per
share. At that time a market value for the Company's common shares was difficult
to ascertain because of the limited and illiquid market for the company shares.
The company shares are quoted on the NASD OTC Electronic Bulletin Board. The ask
price for company shares is presently $0.0014 per share.
Selected Financial Data
-----------------------
Safe Alternatives Corporation of America, Inc.
Historical Data
The following sets forth financial information about the Company. Also,
financial information about the Company is incorporated herein by reference to
the Company's Annual Reports on Form 10-KSB for the years ended December 31,
2003, 2002 and 2001.
Year Ended December 31,
2003 2002 2001
----------- ----------- -----------
Revenues $ -- $ -- 88,286
Income (loss) continuing operations (19,456) (4,952,138) (126,135)
Extraordinary item -- -- --
Loss per share from continuing operations $ nil $ (0.04) $(nil)
Total assets $ -0- $-0- $ 29,821
Liabilities $ 1,927 $ 53,155 $ 893,031
Cash dividends declared per common
Share $ -0- $ -0- $ -0-
Selected Pro Forma Financial Data
---------------------------------
Pro Forma Results
Unaudited
Mortgage Assistance Corporation, a Texas corporation, (MAC) was incorporated on
March 28, 2003. Following are pro forma financial information for comparative
purposes only and is not indicative of the operating results that actually would
have occurred had the MAC been consummated on December 31, 2003. In addition,
these results are not intended to be a projection of future results and do not
reflect any synergies that might have been achieved from combined operations.
Twelve months ended
December 31, 2003
-----------------
Revenues $ 6,141
Income (loss) continuing operations $ (386,593)
Income (loss) $ (386,593)
Income (loss) continuing operations
Per share $ (0.13)
Total assets $1,149,346
Liabilities $1,204,609
Cash dividends declared per common
Share $ -0-
Comparative Per Share Data
(Unaudited)
The following table summarizes the per share information for the Company on a
historical, pro forma combined and equivalent basis. The pro forma information
gives effect to the merger accounted for as purchase. You should read this
information together with the Company's historical and pro forma financial
statements and the notes thereto. You should not rely on the pro forma combined
information as being indicative of the results that would have been achieved had
the companies been combined or the future results that the combined company will
experience after the business combination.
Safe Alternatives Corporation of America, Inc.
Per Common Share Data
Year Ended December 31,
2003 2002 2001
-------- --------- ---------
Historical:
Net income (Loss per share, basic) $ (0.06) $ (21.13) $ (nil)
Book value per common share $ nil $ (0.22) $ (0.01)
Pro forma combined after merger
Net income (Loss per share, basic) $ (0.3) $ (0.40) $ (0.01)
Book value per common share $ (0.10) $ nil $ (0.07)
This pro forma balance sheet assumes that the definitive agreement between Safe
Alternatives Corporation of America, Inc. and MAC follows the Letter Of Intent
terms and there is an exchange for 100% of the common shares outstanding of MAC.
Safe Alternatives Corporation of America, Inc.
Condensed Pro Forma Balance Sheet
December 31, 2003
Historical Pro Forma
Financial Pro Forma Financial
Statements Adjustments Statements
ASSETS
Current Assets
Cash $ 0 $ 76,533 76,533
Advance to subsidiary 0 79,632 79,632
Prepaid expenses 0 90,006 90,006
Mortgage notes receivable 0 584,773 584,773
Total current assets 0 830,944 830,944
Furniture, fixtures and equipment, net 0 20,402 20,402
Other assets
Note receivable, net 0
Advances on acquisition 0 295,000 295,000
Deposits 0 3,000 3,000
Total other assets 0 298,000 298,000
Total Assets 0 1,149,346 1,149,346
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,927 137,784 139,711
Advances from shareholders 0 103,323 103,323
Accrued liabilities payable 0 100,502 100,502
Notes payable-short term 0 628,000 628,000
Note payable-Seymore 0 235,000 235,000
Total current liabilities 1,927 1,204,609 1,206,536
Long-term debt payable 0 0 0
Total Liabilities 1,927 1,204,609 1,206,536
Stockholders' equity:
Common stock $ 8,113 4,212 12,325
Additional paid-in capital 22,874,734 (22,557,656) 317,078
Accumulated deficit (22,884,774) 22,498,181 (386,593)
Total Stockholders' equity (1,927) (55,263) (57,190)
Total liabilities and stockholders
Equity 0 1,149,346 1,149,346
No Dissenter's Rights
- ---------------------
Under Florida Law, any dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide shareholders with any such right.
Financial and Other Information
- -------------------------------
For more detailed information on our corporation, including financial
statements, you may refer to our most recent Form 10-QSB for the quarter ended
June 30, 2004 and other periodic filings with the Securities and Exchange
Commission (SEC) from time to time. This information may be found on the SEC's
EDGAR database at www.sec.gov.
Conclusion
- ----------
As a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the Amendment.
Your consent to the Amendment is not required and is not being solicited in
connection with this action. This Information Statement is intended to provide
our stockholders information required by the rules and regulations of the
Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
For the Board of Directors of
Date: August 17, 2004 Safe Alternatives Corporation of America, Inc.
/s/ Dale Hensel
-------------------------
By: Dale Hensel
Title: President/Chairman
of the Board
Exhibit "A"
Form of Proposed Amendment to the Articles of Incorporation
FORM OF PROPOSED
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
Pursuant to the provisions of the Florida Revised Statutes, Chapter
607, the following Certificate of Amendment is submitted for filing:
The following amendments to Articles I, IV of the Articles of
Incorporation of Safe Alternatives Corporation of America, Inc. was adopted on
May 14, 2004, as prescribed by the Florida Statutes, by a vote of the
shareholders sufficient for approval of the Amendment.
FIRST: Article I. The name of the corporation is MORTGAGE ASSISTANCE
CORPORATION.
SECOND: ARTICLE IV, CAPITAL STOCK, is amended effective September ___,
2004, after the reverse split as set forth in the THIRD below, as follows:
The aggregate number of shares which this corporation will have
authority to issue is Fifty Million (50,000,000), par value $0.0001 per share.
THIRD: The manner in which any exchange, reclassification, or
cancellation of issued shares provided for in the Amendment will be effected, is
as follows:
Following the effective date of the reverse split and affecting all
common share capital as of September ___, 2004, one (1) share of common stock
will be issued for each two hundred fifty (250) common shares previously issued
and outstanding. Share certificates representing the pre-split denominations may
be exchanged for share certificates representing the post-split denominations,
at the election of shareholders, and in any case, new denomination certificates
will be issued upon transfer in the ordinary course of business. Mandatory share
certificate exchange is not required. The reverse split will reduce our
authorized common stock capital from 175,000,000 to 700,000 shares and reduce
our issued and outstanding common stock from 165,853,058 to 663,412 shares.
In the event, that the reverse split results in fractional shares, all
fractions will be rounded up to the next whole number.
The reverse stock split will be effective on September ___, 2004 at the
hour of 4:00 o'clock p.m. CST.
The provisions of the articles of incorporation of the Corporation
regarding the number and par value of the changed shares will be deemed amended
as provided in this certificate at the effective date and time of change. No
other amendment to the articles of incorporation is required for the actions
described in this certificate of amendment.
Under penalty of perjury, the undersigned declares that the foregoing
document was executed by the corporation and that the statements contained
therein are true and correct to the best of his knowledge.
This amendment has been consented to and approved by the unanimous vote
of the board of directors and a majority of stockholders holding at least a
majority of each class of stock outstanding and entitled to vote thereon.
Dated this ___ day of September, 2004.
SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.
By: Dale Hensel
Title: President
By:
Title: Secretary