INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
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
TECH LABORATORIES, INC.
________________________________________________
(Name of Registrant as Specified in its Charter)
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TECH LABORATORIES, INC.
Harbour Centre
18851 NE 29th Avenue
Suite 306
Aventura, Florida 32180
973.726.5240
INFORMATION STATEMENT
Dated
November 1, 2006
GENERAL
This Information Statement is being circulated to the shareholders of
Tech Laboratories, Inc., a New Jersey corporation (the "Company"), in connection
with the taking of corporate action without a meeting upon the written consent
(the "Written Consent") of the holders of a majority of the outstanding shares
of the Company's $0.01 par value common stock (the "Common Stock"). The names of
the shareholders who will be signing the Written Consent and their respective
equity ownership of the Company are as follows: (i) Donna Silverman holding of
record 48,516,404 shares of Common Stock (16.01%); (ii) Knightsbridge Holdings
LLC holding of record 12,060,737 shares of Common Stock (3.98%); (iii) W.
Sylvester Corp. holding of record 12,000,000 shares of Common Stock (3.96%);
(iv) Jeff Sternberg holding of record 12,000,000 shares of Common Stock (3.96%);
(v) Craig Press holding of record 12,000,000 shares of Common Stock (3.96%);
(vi) Lil' Cobble holding of record 12,000,000 shares of Common Stock (3.96%);
(vii) Ashley Jourdan Trust holding of record 12,000,000 shares of Common Stock
(3.96%); (viii) Stephen Dwyer holding of record 12,000,000 shares of Common
Stock (3.96%); (ix) Alexa Caroline Trust holding of record 12,000,000 shares of
Common Stock (3.96%); and (x) Alexy Resources LLC holding of record 12,000,000
shares of Common Stock (3.96%).
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
As more completely described below, the matters upon which action is
proposed to be taken are: (i) to approve and to authorize our Board of Directors
to effect a reverse stock split of one-for-thirty (the "Reverse Stock Split") of
our outstanding Common Stock, depending upon a determination by our Board of
Directors that a Reverse Stock Split is in the best interests of the Company and
its Shareholders with such post-split shares of Common Stock being referred to
herein as the "New Common Stock"; and (ii) to approve the adoption an amendment
to our Articles of Incorporation to authorize a class of "blank check" preferred
stock consisting of 20,000,000 authorized shares (the "Amendment").
The date, time and place at which action is to be taken by written
consent on the matters to be acted upon, and at which consents are to be
submitted, is December 11, 2006 at 10:00 Eastern time at 18851 NE 29th Avenue,
Suite 306, Aventura, Florida 32180.
This Information Statement is being first sent or given to security
holders on approximately November 16, 2006.
VOTING SECURITIES AND VOTE REQUIRED
On October 31, 2006, our Board of Directors authorized and approved,
subject to shareholder approval, the corporate action, which our Board of
Directors deemed to be in the best interests of the Company and its
shareholders. Our Board of Directors further authorized the preparation and
circulation of this Information Statement and a shareholders' consent to the
holders of a majority of the outstanding shares of the Company's Common Stock.
There are currently 303,000,000 shares of our Common Stock outstanding,
and each share of Common Stock is entitled to one vote. The Written Consent of
ten (10) or less shareholders of the Company holding at least 151,500,001 shares
of the Common Stock issued and outstanding is necessary to approve the matters
being considered. The record date for determining shareholders entitled to vote
or give Written Consent is October 31, 2006 (the "Record Date"). Except for the
Common Stock, there is no other class of voting securities outstanding at this
date.
The matters upon which action is proposed to be taken are: (i) to
approve and authorize our Board of Directors to effect the Reverse Stock Split;
and (ii) to approve the adoption of the Amendment to our Articles of
Incorporation to authorize class of "blank check" preferred stock consisting of
20,000,000 authorized shares.
The cost of this Information Statement, consisting of printing,
handling and mailing of the Information Statement and related material, and the
actual expense incurred by brokerage houses, custodians, nominees and
fiduciaries in forwarding the Information Statement to the beneficial owners of
the shares of Common Stock, will be paid by the Company.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
CURRENT OFFICERS AND DIRECTORS
As of the date of this Information Statement, the directors and
executive officers of the Company are as follows:
NAME AGE POSITION WITH THE COMPANY
Donna Silverman 46 President, Chief Executive Officer, Chief
Financial Officer and Director
Peter Nasca 57 Director
Craig Press 45 Director
Each director is elected for a period of one year and until his
successor is duly elected by shareholders and qualified.
DONNA SILVERMAN. Ms. Silverman has served as our President, Chief
Executive Officer and Chief Financial Officer since December 19, 2005 and as a
Director since October 21, 2005. Ms. Silverman also serves as president, chief
executive officer and chief financial officer of Americana Distribution, Inc.,
(OTC: BB :ADBN:OB) and as a director for Global IT Holdings, Inc. (OTC PK:
GBTH.PK). Ms. Silverman founded Stedman Walker, Inc. in 1996, a New York based
firm which specializes in raising capital for businesses through debt and equity
financing. Ms. Silverman is also a business consultant on a non exclusive basis
for Knightsbridge Capital. Ms. Silverman is experienced in the area of financing
for small to medium sized businesses. Ms. Silverman's distinguished twenty year
career began with the Wall Street investment firm of Jay W. & Kaufmann & Co. At
Paulson Investment Company, a leading underwriter in the OTC market, Ms.
Silverman spearheaded the launch of the firm's first East Coast office. During
her career she has owned and operated brokerage offices in New York, New Jersey,
Florida and Georgia, creating and managing a sales force of more than 150
registered representatives.
PETER NASCA. Mr. Nasca has served as one of our directors since October
21, 2005. Mr. Nasca is also currently serving as a director of Americana
Distribution, Inc. (OTC BB: ADBN.OB). Mr. Nasca is also a senior-level public
relations professional with extensive experience in the field. He is an
accredited member of the Public Relations Society of America and a past
president of the organization's Miami chapter. He has also held the positions of
president-elect, secretary and treasurer, and has twice served as judge in the
prestigious national Public Relations Society of America's Silver Anvil Award
ceremonies. Prior to starting his own agency, Mr. Nasca was vice president and
partner of a medium-sized Miami based agency. He has also served as president of
one of the Southeast's largest public relations firms. He began his career in
journalism in New York radio as a reporter and also spent four years at an
NBC-TV affiliate as a general assignment reporter and anchor where he won
several awards for journalistic excellence. He is a member of the National
Investor Relations Institute (NIRI). A graduate of the University of Bridgeport,
Mr. Nasca is listed in Who's Who in the South and Southwest and Who's Who Among
Outstanding Business Executives. He has lectured on the field of Public
relations at the University of Florida, University of Miami and Florida
International University. He is a former member of the Board of Directors of
Miami Subs Corporation (NASDAQ: SUBS) which was subsequently sold to Nathan's
Famous, Inc. (NASDAQ: NATH). His column, "Mid-Life Conscious" appears monthly in
"Life on Stage Magazine" published by Ft. Lauderdale's Atlantic Bank Center.
CRAIG PRESS. Mr. Press has served as one of our directors since October
31, 2006. From 1996 to the present, Mr. Press has been the vice president and
head of operations for Georal International, Corp. and AJR International, Ltd.,
both located in Whitestone, New York. His responsibilities include the oversight
and management of day to day operations of both company's employees, its sales,
marketing, public relations and construction, of all of the company's products
and services. Additionally, he is responsible for the day to day operations of
the company's California facility and its personnel as well. Mr. Press also
maintains control of the company's contacts with federal, state and municipal
organizations as well as major real estate, banking and industrial corporations.
Mr. Press is also a security consultant for anti-terrorism perimeter security,
employee entrance and egress, fire, building and safety codes and negotiates all
labor contracts with the New York City unions with which his company interacts.
AUDIT FEES
During fiscal years ended December 31, 2005 and 2004, we incurred
approximately $14,000 and $15,000, respectively, in fees to our principal
independent accountant for professional services rendered in connection with the
audit of our financial statements for fiscal year ended December 31, 2005 and
2004 and for the review of our financial statements for the quarters ended March
31, 2005 and 2004, June 30, 2005 and 2004 and September 30, 2005 and 2004,
respectively.
TAX FEES
During fiscal years ended December 31, 2005 and 2004, we incurred $-0-
and $1,500, respectively, for preparation of our corporate income tax returns.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During fiscal years ended December 31, 2005 and 2004, we did not incur
any fees for professional services rendered by our principal independent
accountant for certain information technology services which may include, but is
not limited to, operating or supervising or managing our information or local
area network or designing or implementing a hardware of software system that
aggregate source data underlying the financial statements.
ALL OTHER FEES
During fiscal years ended December 31, 2005 and 2004, we did not incur
any other fees for professional services rendered by our principal independent
accountant for all other non-audit services which may include, but is not
limited to, tax-related services, actuarial services or valuable services.
SECURITY OWNERSHIP OR CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by us to own beneficially more than
five percent (5%) of our outstanding Common Stock; (ii) each of our executive
officers, directors and key employees; and (iii) all executive officers and
directors as a group. Common Stock not outstanding but issued beneficially owned
by virtue of the right of an individual to acquire shares within 60 days is
treated as outstanding only when determining the amount and percentage of Common
Stock owned by such individual. Except as noted, each person or entity has sole
voting and sole investment power with respect to the shares shown.
(1)
AMOUNT AND NATURE OF PERCENT
CLASS OF STOCK NAME BENEFICIAL OWNERSHIP OF CLASS
Common Stock Donna Silverman 48,516,404 16.01%
Common Stock Peter Nasca -0- -0-
Common Stock Craig Press 12,000,000
Common Stock Officers/Directors 60,516,404 19.97%
as a group (3)
(1) Based upon 303,000,000 shares outstanding as of October 31, 2006.
EXECUTIVE COMPENSATION
As of the date of this Information Statement, all executive officers
and directors are reimbursed for any out-of-pocket expenses incurred by them on
behalf of the Company. During fiscal year ended December 31, 2005, we had
incurred a total of approximately $91,000 as officers and directors executive
compensation. None of our executive officers or directors were paid individually
an amount in excess of $100,000 during fiscal year ended December 31, 2005. None
of our executive officers or directors are party to employment agreements with
the Company. We presently have no pension, health, annuity, insurance, profit
sharing, stock option or similar benefit plans. As of the date of this
Information Statement, we do not have any employment agreements with our
executive officers.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
__________________________ _________________________
RESTRICTED SECURITIES
STOCK UNDERLYING ALL
AWARDS OPTIONS OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ($) (#)
__________________________________________________________________________________________________
Donna Silverman 2005 $ -0- $ -0- $-0- -0- -0-
President, CEO, CFO
Bernard M. Ciongoli (1) 2005 $91,355 $ -0- $-0- -0- -0-
2004 $ -0- $ -0- $-0- -0- -0-
2003 $ -0- $ -0- $-0- -0- -0-
__________________________________________________________________________________________________
<FN>
(1) Mr. Ciongoli, our former president, Chief Executive Officer, and Chief
Financial Officer, resigned on July 11, 2005.
</FN>
CERTAIN RELATIONSHIP AND
RELATED TRANSACTIONS
As of the date of this Information Statement, we have not entered into
any contractual arrangements with related parties. There are no other currently
proposed transactions, or series of the same, to which we are a party, in which
the amount involved exceeds $60,000 and in which, to the knowledge of the
Company, any director, executive officer, five percent (5%) shareholder or any
member of the immediate family of the foregoing persons, have or will have a
direct or indirect material interest.
The officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations, in
which they may have an interest, hold an office or serve on the board of
directors. The directors of the Company may have other business interests to
which they may devote a major or significant portion of their time. Certain
conflicts of interest, therefore, may arise between the Company and its
directors. Such conflicts are intended to be resolved through the exercise by
the directors of judgment consistent with their fiduciary duties to the Company.
The officers and directors of the Company intend to resolve such conflicts in
the best interests of the Company. The officers and directors will devote their
time to the affairs of the Company as necessary.
None of the directors, executive officers nor any member of the
immediate family of any director or executive officer has been indebted to us
since its inception. We have not and do not intend to enter into any additional
transactions with our management or any nominees for such positions. We have not
and do not intend to enter into any transactions with our beneficial owners.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our directors and officers,
and the persons who beneficially own more than ten percent (10%) of the Common
Stock of the Company, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Copies of all filed reports are required
to be furnished to the Company pursuant to Rule 16a-3 promulgated under the
Exchange Act. Based solely on the reports received by the Company and on the
representations of the reporting persons, we believe that these persons have
complied with all applicable filing requirements during fiscal year ended
December 31, 2005.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
As of the date of this Information Statement, there are no persons
identified by management of the Company who have an interest in the matters to
be acted upon nor who are in opposition to the matters to be acted upon.
As of the date of this Information Statement, there are no persons who
have been a director or officer of the Company since the beginning of the last
fiscal years, or are currently a director or officer of the Company, that oppose
any action to be taken by the Company.
PROPOSAL 1
AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO AUTHORIZE A CLASS OF "BLANK CHECK" PREFERRED STOCK
CONSISTING OF 20,000,000 AUTHORIZED SHARES
Our Articles of Incorporation currently provides that we are authorized
to issue 5,000,000 shares of preferred stock, $0.001 par value. Our Board of
Directors has determined that it is advisable to amend our Articles of
Incorporation to authorize us to issue up to 20,000,000 shares of preferred
stock, in one or more series with each series having such rights and preferences
as our Board of Directors may determine when authorizing such shares (the
"Amendment"). This type of class of securities is commonly referred to as "blank
check" serial preferred stock. A copy of the Certificate of Amendment to the
Certificate of Incorporation is attached hereto as Exhibit A to this Information
Statement.
If the Amendment is approved by the Shareholders, shares of our serial
preferred stock will be available for issuance from time to time for such
purposes and consideration as our Board of Directors may approve. No further
vote of our Shareholders will be required in connection with the authorization
of a series of preferred stock or the issuance of shares of such series, unless
otherwise required by applicable law. As of the date of this Information
Statement, we have no present plans to authorize any series of preferred stock
or to issue any shares within a series of preferred stock.
In the event that our Board of Directors does authorize, designate and
issue shares of serial preferred stock, our Board of Directors may exercise its
discretion in establishing the terms of such serial preferred stock. In the
exercise of such discretion, our Board may determine the voting rights, if any,
of the series of serial preferred stock being issued, which could include the
right to vote separately or as a single class with our Common Stock and/or other
series of serial preferred stock, to have more or less voting power per share
than the possessed by our Common Stock or other series of serial preferred
stock, and to vote on certain specified matters presented to our shareholders or
on all of such matters or upon the occurrence of any specified event or
condition. On our liquidation, dissolution or winding up, the holders of serial
preferred stock may be entitled to receive preferential cash distributions fixed
by our Board of Directors when creating the particular series of preferred stock
before the holders of our Common Stock are entitled to receive anything. Serial
preferred stock authorized by our Board of Directors could be redeemable or
convertible into shares of any other class or series of our capital stock.
Our Board of Directors believes the authorization of serial preferred
stock is necessary to provide us with the flexibility to act in the future with
respect to financing programs, acquisitions, stock splits, and other corporate
purposes (although no such specific activities currently are contemplated)
without the delay and expense associated with obtaining special shareholder
approval each time an opportunity requiring the issuance of shares of preferred
stock may arise. Such a delay might deny us the flexibility that our Board views
as important in facilitating the effective use of the securities of our Company.
The authorization of the serial preferred stock is not being proposed
as a means of preventing or dissuading a change in control or takeover of our
Company. However, use of shares of serial preferred stock for such a purpose is
possible. Shares of our authorized serial preferred stock, as well as shares of
our authorized but unissued Common Stock, for example, could be issued in an
effort to dilute the stock ownership and voting power of persons seeking to
obtain control of our Company or could be issued to purchasers who would support
our Board of Directors in opposing a takeover proposal. In addition, the
existence of authority to issue serial preferred stock, as well as the issuance
of a series of our preferred stock, if approved, may have the effect of
discouraging a challenge for control or making it less likely that such a
challenge, if attempted, would be successful.
CONSEQUENCES OF THE AMENDMENT TO CREATE BLANK CHECK SERIAL PREFERRED
If this Proposal No. 1 is approved, all or any of the authorized shares
of serial preferred stock may be issued without further Shareholder action
(unless such approval is required by applicable law or marketplace rules) and
without first offering those shares to our Shareholders for subscription. The
issuance of shares otherwise than on a pro-rata basis to all Shareholders would
reduce the proportionate equity interest in our Company of each of our
Shareholders. The creation of serial preferred stock pursuant to approval of the
Amendment will have no dilutive effect upon the proportionate voting power of
our present Shareholders. However, to the extent that shares of our serial
preferred stock having voting rights are subsequently issued, such issuance
could have a substantial dilutive effect on our current Shareholders.
PROPOSAL 2
PROPOSED REVERSE STOCK SPLIT
Our Board of Directors has authorized, subject to Shareholder approval, a
Reverse Stock Split of one-for-thirty of our outstanding Common Stock that may
be effected by our Board of Directors depending on market conditions. The intent
of the Reverse Stock Split is to increase the marketability and liquidity of our
Common Stock.
If the Reverse Stock Split is approved by the Shareholders by Written
Consent, it will be effected only upon a determination by our Board of Directors
that the Reverse Stock Split is in the best interests of the Company and the
Shareholders. In the Board's judgment, the Reverse Stock Split would result in
the greatest marketability and liquidity of our Common Stock, based upon
prevailing market conditions, the likely effect on the market price of the
Common Stock, and other relevant factors.
If approved by the Shareholders, the Reverse Stock Split will become
effective on any date (the "Effective Date") selected by our Board of Directors
on or prior to December 31, 2006, upon filing the appropriate documentation with
NASDAQ. If no Reverse Stock Split is effected by such date, our Board of
Directors will take action to abandon the Reverse Stock Split without further
Shareholder action.
PURPOSES AND EFFECTS OF THE REVERSE STOCK SPLIT
Our Common Stock is listed for trading on the OTC Bulletin Board under
the symbol TCHL. On the Record Date, the reported closing price of our Common
Stock on the OTC Bulletin Board was $0.0013 per share. We intend to use our best
efforts in the future to cause our shares of Common Stock to be approved for
trading on the Nasdaq SmallCap Market (the "SmallCap Market"). We do not
currently qualify for admission to the SmallCap Market because our per-share
price of $0.0013 (as of the close of trading on October 31, 2006) is below the
$3.00 level required for admission to the SmallCap Market. Further, our net
tangible assets and shareholders' equity are below the minimum requirements of
$4,000,000 and $2,000,000, respectively, for inclusion on the SmallCap Market.
Management believes that, based on possible future generation of revenues and
offerings of Common Stock, we may eventually meet the net tangible assets
requirement imposed by the SmallCap Market and the shareholder equity
requirement imposed by the SmallCap Market. Management intends to effect a
Reverse Stock Split at a level of one-for-five which it believes is sufficient
to enable us in the future to meet such requirements for admission into the
SmallCap Market. The Board of Directors believes that a Reverse Stock Split will
result in attaining both of our goals of achieving a per-share price in excess
of $3.00 and increasing the marketability and liquidity of our Common Stock.
Additionally, our Board of Directors believes that the current
per-share price of the Common Stock has limited the effective marketability of
the Common Stock because of the reluctance of many brokerage firms and
institutional investors to recommend lower-priced stocks to their clients or to
hold them in their own portfolios. Certain policies and practices of the
securities industry may tend to discourage individual brokers within those firms
from dealing in lower-priced stocks. Some of those policies and practices
involve time-consuming procedures that make the handling of lower priced stocks
economically unattractive. The brokerage commission on a sale of lower-priced
stock may also represent a higher percentage of the sale price than the
brokerage commission on a higher priced issue. Any reduction in brokerage
commissions resulting from the Reverse Stock Split may be offset, however, in
whole or in part, by increased brokerage commissions required to be paid by
stockholders selling "odd lots" created by such Reverse Stock Split.
On the Record Date the number of record holders of our Common Stock was
approximately 46 and the number of beneficial holders of our Common Stock was
estimated to be approximately 450. We do not anticipate that any Reverse Stock
Split will result in a significant reduction in the number of such holders, and
do not currently intend to effect any Reverse Stock Split that would result in a
reduction in the number of holders large enough to jeopardize listing of our
Common Stock on the SmallCap Market or the Company being subject to the periodic
reporting requirements of the Securities and Exchange Commission.
The Reverse Stock Split would have the following effects upon the
number of shares of Common Stock outstanding (303,000,000 shares as of the
Record Date) assuming that no additional shares of Common Stock are issued by us
after the Record Date and that the Reverse Stock Split is effected and without
taking into account any increase in the number of outstanding shares resulting
from the exercise of outstanding warrants or options, if any. Our Common Stock
will continue to be $0.005 par value common stock following any Reverse Stock
Split, and the number of shares of Common Stock outstanding will be reduced. The
following example is intended for illustrative purposes.
Reverse Stock Common Stock
Split Outstanding
1 for 30 10,100,000
At the Effective Date, each share of the Common Stock issued and
outstanding immediately prior thereto (the "Old Common Stock"), will be
reclassified as and changed into the appropriate fraction of a share of our
Common Stock, $0.01 par value per share (the "New Common Stock"), subject to the
treatment of fractional share interests as described below. Shortly after the
Effective Date, we will send transmittal forms to the holders of the Old Common
Stock to be used in forwarding their certificates formerly representing shares
of Old Common Stock for surrender and exchange for certificates representing
whole shares of New Common Stock. No certificates or scrip representing
fractional share interests in the New Common Stock will be issued, and no such
fractional share interest will entitle the holder thereof to vote, or to any
rights of a shareholder of the Company. In lieu of any such fractional share
interest, each holder of Old Common Stock who would otherwise be entitled to
receive a fractional share of New Common Stock will in lieu receive one full
share upon surrender of certificates formerly representing Old Common Stock held
by such holder.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following is a summary of the material federal income tax
consequences of the proposed Reverse Stock Split. This summary does not purport
to be complete and does not address the tax consequences to holders that are
subject to special tax rules, such as banks, insurance companies, regulated
investment companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. This summary is based
on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations and proposed regulations, court decisions and current administrative
rulings and pronouncements of the Internal Revenue Service ("IRS"), all of which
are subject to change, possibly with retroactive effect, and assumes that the
New Common Stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of Old Common Stock are advised to
consult their own tax advisers regarding the federal income tax consequences of
the proposed Reverse Stock Split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in
Section 368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in connection with the
Reverse Stock Split.
3. No gain or loss will be recognized by a shareholder who exchanges all of
his shares of Old Common Stock solely for shares of New Common Stock.
4. The aggregate basis of the shares of New Common Stock to be received in
the Reverse Stock Split (including any whole shares received in lieu of
fractional shares) will be the same as the aggregate basis of the shares of Old
Common Stock surrendered in exchange therefore.
5. The holding period of the shares of New Common Stock to be received in
the Reverse Stock Split (including any whole shares received in lieu of
fractional shares) will include the holding period of the shares of Old Common
Stock surrendered in exchange therefor.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH HOLDER OF COMMON STOCK OF THE COMPANY IS URGED TO CONSULT WITH
HIS OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE
STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE,
MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION.
BOARD RECOMMENDATION
The Board of Directors recommends a vote FOR the adoption of the Reverse
Stock Split and each of the resolutions with respect thereto set forth in
Exhibit B hereto.
PROPOSALS BY SECURITY HOLDERS
The Board of Directors does not know of any matters that are to be
presented to the shareholders for their approval and consent pursuant to the
Written Consent of Shareholders other than those referred to in this Information
Statement. If any shareholder of the Company entitled to vote by written
authorization or consent has submitted to the Company a reasonable time before
the Information Statement is to be transmitted to shareholders a proposal, other
than elections to offices, such proposal must be received at the Company's
offices, 18851 NE 29th Avenue, Suite 306, Aventura, Florida 32180, Attention:
President, not later than November 26, 2006.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
One Information Statement will be delivered to multiple shareholders
sharing an address unless the Company receives contrary instructions from one or
more of the shareholders. Upon receipt of such notice, the Company will
undertake to deliver promptly a separate copy of the Information Statement to
the shareholder at a shared address to which a single copy of the documents was
delivered and provide instructions as to how the shareholder can notify the
Company that the shareholder wishes to receive a separate copy of an annual
report of Information Statement. In the event a shareholder desires to provide
such notice to the Company, such notice may be given verbally by telephoning the
Company's offices at 973.726.5240 or by mail to 18851 NE 29th Avenue, Suite 306,
Aventura, Florida 32180, Attention: President.
By Order of the Board of Directors
Donna Silverman
President/Chief Executive Officer