UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. 1)
Check the appropriate box:
|X| Preliminary Information Statement |_| Confidential, for use of the
Commission only (as permitted
|_| Definitive Information Statement by Rule 14c-5(d)(2))
HEALTH EXPRESS USA, INC.
(Name of Registrant as Specified in Its Charter)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price 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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Preliminary Information Statement
Dated: July 25, 2005
HEALTH EXPRESS USA, INC.
1761 West Hillsboro Blvd., Suite 203
Deerfield Beach, Florida 33442
INFORMATION STATEMENT
This Information Statement (the "Information Statement") is furnished
to the shareholders of Health Express USA, Inc., a Florida corporation ("Health
Express" or the "Company"), with respect to certain corporate actions of the
Company. This Information Statement is first being provided to shareholders on
or about August 2, 2005.
The corporate actions involve two (2) proposals (individually, a
"Proposal" and, collectively, the "Proposals") providing for the following:
1. To approve an amendment to the Company's Articles of Incorporation
to increase the authorized common stock, par value $0.001 per share, of the
Company from 50,000,000 shares to 5,000,000,000 shares.
2. To approve an amendment to the Company's Articles of Incorporation
to change the name of the Company to CSI Business Finance, Inc.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON
JULY 25, 2005 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE ON THE
PROPOSALS. MEMBERS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS WHO COLLECTIVELY
HOLD IN EXCESS OF 50% OF THE COMPANY'S SHARES OF COMMON STOCK ENTITLED TO VOTE
ON THE PROPOSALS HAVE INDICATED THEIR INTENTION TO VOTE IN FAVOR OF THE
PROPOSALS. AS A RESULT, THE PROPOSALS SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE
VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE
TAKEN NOT LESS THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION
STATEMENT, BUT AS SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Douglas Baker
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Douglas Baker, President
Deerfield Beach, Florida
July 25, 2005
TABLE OF CONTENTS
PAGE NO.
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ABOUT THE INFORMATION STATEMENT...................................................................................1
What Is The Purpose Of The Information Statement?.............................................................1
Who Is Entitled To Notice?....................................................................................1
What Corporate Matters Will The Principal Shareholders Vote For And How Will They Vote?.......................1
What Are The Board Of Directors' Recommendations?.............................................................1
What Vote Is Required To Approve Each Proposal?...............................................................2
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY
TO 5,000,000,000 SHARES......................................................................................4
Purpose Of Increasing Number Of Authorized Shares Of Common Stock.............................................4
Amendment of Articles of Incorporation........................................................................4
Advantages and Disadvantages of Increasing Authorized Shares..................................................5
Recommendation Of The Board Of Directors......................................................................5
Description Of Capital Stock..................................................................................5
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation, Bylaws And Florida Law..................6
Transfer Agent and Registrar..................................................................................6
Additional Information........................................................................................7
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON..........................................7
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO CSI BUSINESS FINANCE,
INC..........................................................................................................8
Purpose of Changing the Name of the Company to CSI Business Finance, Inc......................................8
Amendment of Articles of Incorporation........................................................................8
Recommendation Of The Board Of Directors......................................................................8
PROPOSALS BY SECURITY HOLDERS.....................................................................................8
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS......................................................8
i
HEALTH EXPRESS USA, INC.
1761 West Hillsboro Blvd., Suite 203
Deerfield Beach, Florida 33442
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INFORMATION STATEMENT
July 25, 2004
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This Information Statement ("Information Statement") contains
information related to certain corporate actions of Health Express USA, Inc., a
Florida Corporation (the "Company"), and is expected to be mailed to
shareholders on or about August 2, 2005.
ABOUT THE INFORMATION STATEMENT
What Is The Purpose Of The Information Statement?
This Information Statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934 to notify the Company's shareholders as of the
close of business on July 25, 2005 (the "Record Date") of corporate action
expected to be taken pursuant to the written consents of principal shareholders.
Shareholders holding a majority of the Company's outstanding common stock are
expected to act upon certain corporate matters outlined in this Information
Statement, which action is expected to take place on August 23, 2005, consisting
of the approval of an amendment to the Company's Articles of Incorporation to
increase the authorized common stock from 50,000,000 to 5,000,000,000 shares,
and to change the name of the Company to CSI Business Finance, Inc.
Who Is Entitled To Notice?
Each holder of an outstanding share of common stock as of record on the
close of business on the Record Date will be entitled to notice of each matter
to be voted upon pursuant to written consents. Shareholders as of the close of
business on the Record Date that hold in excess of fifty percent (50%) of the
Company's 49,019,983 issued and outstanding shares of common stock have
indicated that they will vote in favor of the Proposals. Under Florida corporate
law, all the activities requiring shareholder approval may be taken by obtaining
the written consent and approval of more than 50% of the holders of voting stock
in lieu of a meeting of the shareholders. No action by the minority shareholders
in connection with the Proposals is required.
What Corporate Matters Will The Principal Shareholders Vote For And How Will
They Vote?
Shareholders holding a majority of the outstanding common stock required
to vote on each matter have indicated that they will vote for the following
matter:
o For the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized shares of the Company's
common stock from 50,000,000 to 5,000,000,000 shares (see page 4);
and
o For the approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company to CSI Business
Finance, Inc. (see page 8).
What Are The Board Of Directors' Recommendations?
The Board of Directors' recommendation is set forth below together with
the description of each item in this Information Statement. In summary, the
Board recommends a vote:
o For the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized shares of the Company's
common stock to 5,000,000,000 shares (see page 4); and
1
o For the approval of an amendment to the Company's Articles of
Incorporation to change the name of the Company from Health Express
USA, Inc. to CSI Business Finance, Inc. (see page 8).
What Vote Is Required To Approve Each Proposal?
As of the Record Date, the Company had 49,019,983 shares of issued and
outstanding shares of common stock.
Increase in Authorized Shares of Common Stock. For the Proposal to
increase the authorized shares of common stock to 5,000,000,000, the vote of at
least 24,509,992 shares of outstanding common stock is required to approve the
increase in the number of authorized shares of common stock.
Corporate Name Change. For the Proposal to change the name of the Company
to CSI Business Finance, Inc., a vote of a majority of the common stock is
required for approval of the Proposal. As a result, the vote of at least
24,509,992 outstanding shares of common stock are required to approve the
Proposal.
The shareholders that have indicated an intention to vote in favor of the
Proposals and the number of shares of common stock within their voting control
as of the new Record Date are described below. These shareholders have 52.80% of
the shares of common stock when considered as an independent class. Accordingly,
these shareholders have sufficient shares to approve both Proposals.
STOCK OWNERSHIP
As of July 25, 2005, other than the persons identified below, no person
owned beneficially more than five percent (5%) of the Company's common stock.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. There are no other classes or series of
capital stock outstanding. As of July 25, 2005, the Company had 49,019,983
shares of common stock outstanding.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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NAME AND ADDRESS AMOUNT AND NATURE OF BENEFICIAL PERCENTAGE
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS (3)
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Common Douglas Baker 3,984,400(1) 7.95%
5206 NW 28 St.
Margate, Florida 33063
Common Marco D'Alonzo 3,439,500(1) 7.02%
4892 N. Citation Drive, No. 106
Delray Beach, Florida 33445
Common Cornell Capital Partners 22,100,000 45.08%
101 Hudson Street, Suite 3700
Jersey City, NJ 07302
Common TOTAL 29,523,900 60.22%
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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NAME AND ADDRESS AMOUNT AND NATURE OF BENEFICIAL PERCENTAGE
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS (3)
- -------------- ---------------------------------- ------------------------------- ------------
Common Douglas Baker 3,984,400(1) 7.95%
5206 NW 28 St.
Margate, Florida 33063
Common Marco D'Alonzo 3,439,500(1) 7.02%
4892 N. Citation Drive, No. 106
Delray Beach, Florida 33445
ALL OFFICERS AND DIRECTORS
AS A GROUP (6) PERSONS 7,423,900 15.14%
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* Less than 1%.
(1) Mr. D'Alonzo and Mr. Baker have options to purchase 1,716,800 and
1,840,000 shares, respectively, of common stock at an exercise price of
$0.35 per share. The options are exercisable for a period of ten years
from June 15, 1999 and are included in the calculation of ownership in
accordance with Rule 13(d) of the Securities Act.
(2) Rider Insurance Company has warrants to purchase 2,000,000 shares of
Health Express' common stock at an exercise price of $1.00. The
warrants are exercisable for a period of ten years from May 2, 2001.
(3) Applicable percentage of ownership is based on 49,019,983 shares of
common stock outstanding as of July 25, 2005 for each stockholder.
Beneficial ownership is determined in accordance within the rules of
the Commission and generally includes voting of investment power with
respect to securities. Shares of common stock subject to securities
exercisable or convertible into shares of common stock that are
currently exercisable or exercisable within 60 days of July 22, 2005
are deemed to be beneficially owned by the person holding such options
for the purpose of computing the percentage of ownership of such
persons, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
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PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY TO 5,000,000,000 SHARES
Our Company's Board of Directors proposes an amendment to the Company's
Articles of Incorporation to increase the number of authorized shares of common
stock, par value $0.001 per share, from 50,000,000 to 5,000,000,000 shares.
Purpose Of Increasing Number Of Authorized Shares Of Common Stock
The Share Exchange Agreement
On June 17, 2005, the Company entered into a Share Exchange Agreement,
(the "Share Exchange Agreement") by and among the Company, CSI Business Finance,
Inc., a Texas corporation (the "CSI"), and the Shareholders of CSI. Pursuant to
the Share Exchange Agreement, the Shareholders exchanged with, and delivered to,
the Company the issued and outstanding common stock of CSI in exchange for
100,000 shares of Series A Convertible Preferred Stock, par value $0.01 per
share, of the Company (the "Health Express Series A Preferred Stock"). Each
share of the Health Express Series A Preferred Stock is convertible into 19,500
shares of common stock of the Company. The Shareholders transferred and
exchanged the CSI Common Stock for the Health Express Series A Preferred shares
so that effectively after the conversion of the preferred stock, shares of
common stock issued upon conversion of the preferred stock shall equal
Ninety-Seven and One Half percent (97.5%) of the issued and outstanding shares
of common stock of Health Express. As a result of the Share Exchange Agreement,
CSI will become a wholly-owned subsidiary of the Company.
The amendment to the Company's Article of Incorporation would provide
for the authorization of 5,000,000,000 shares of the Company's common stock. The
issuance of the additional authorized shares of common stock will provide common
shares for the conversion of the Health Express Series A Preferred Stock.
General Corporate Purposes
In addition to the reasons set forth above, the Company believes that
it is desirable to have additional authorized shares of common stock available
for possible future financings, possible future acquisition transactions and
other possible general corporate purposes. While the Company has no current
plans, and is not currently considering any acquisitions, financings or
corporate purposes involving the issuance of these shares of common stock, the
Company's board of directors believes that this issuance would give the Company
greater flexibility and may allow such shares to be issued without the expense
and delay of a special shareholders' meeting. Although such issuance of
additional shares with respect to future financings and acquisitions would
dilute existing shareholders, management believes that such transactions would
increase the value of the Company to its shareholders.
Amendment of Articles of Incorporation
The amendment to the Company's Articles of Incorporation provides for
the authorization of 5,000,000,000 additional shares of the Company's common
stock. As of July 25, 2005, 49,019,983 shares of the Company's common stock were
issued and outstanding.
The amendment to our Company's Articles of Incorporation shall be filed
with the Florida Secretary of State so that the first paragraph of Article 7 of
the Articles of Incorporation, as amended, shall be as follows:
"The maximum number of shares of stock which this Corporation
shall be authorized to issue and have outstanding at any one
time shall consist of Five Billion Ten Million (5,010,000,000)
shares of Capital Stock as follows:
(a) Five Billion (5,000,000,000) shares of common stock,
having a par value of $0.001 per share."
4
Advantages and Disadvantages of Increasing Authorized Shares
The amendment to the Company's Articles of Incorporation provides for the
authorization of 5,000,000,000 additional shares of the Company's common stock.
As of July 25, 2005, 49,019,983 shares of the Company's common stock were issued
and outstanding.
There are certain advantages and disadvantages of voting for an increase
in the Company's authorized common stock and the authorization of shares of
preferred stock. The advantages include:
o The ability to raise capital by issuing capital stock under
financing transactions, if any.
o To have shares of common stock available to pursue business
expansion opportunities, if any.
The disadvantages include:
o Dilution to the existing shareholders, including a decrease in our
net income per share in future periods. This could cause the market
price of our stock to decline.
The issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the desires of the Company's
Board of Directors, at that time. A takeover may be beneficial to independent
shareholders because, among other reasons, a potential suitor may offer such
shareholders a premium for their shares of stock compared to the then-existing
market price. The Company does not have any plans or proposals to adopt
provisions or enter into agreements that may have material anti-takeover
consequences.
Recommendation Of The Board Of Directors
Our Board of Directors unanimously recommended the approval of an
amendment to our Company's Articles of Incorporation to increase the number of
authorized shares of common stock, par value $0.001 per share, from 50,000,000
to 5,000,000,000 shares.
Description Of Capital Stock
The current authorized capital stock of our Company consists of 50,000,000
shares of common stock, par value $0.001 per share and 10,000,000 shares of
preferred stock, par value $0.01 per share. As of July 25, 2005, 49,019,983
shares of the Company's common stock were issued and outstanding. The following
description is a summary of the capital stock of our Company and contains the
material terms of our capital stock. Additional information can be found in our
Articles of Incorporation and our Bylaws.
Common Stock
Each share of our common stock entitles the holder to one vote on each
matter submitted to a vote of our shareholders, including the election of
directors. There is no cumulative voting. The holders of our common stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by our Board of Directors out of funds legally available therefore.
Holders of our common stock have no preemptive, conversion or other subscription
rights. There are no redemption or sinking fund provisions available to our
common stock. In the event of liquidation, dissolution or winding up our
Company, the holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities. All of the shares of common stock
issued and outstanding are fully paid and non-assessable.
Preferred Stock
The Company is authorized to issue 10,000,000 shares of $0.01 par value
preferred stock.
The Company is authorized to issue 100,000 shares of Series A Convertible
Preferred Stock to shareholders of CSI pursuant to the Share Exchange Agreement.
Each share is convertible into 19,500 shares of common stock of the Company.
These shares of preferred stock are senior to shares of common stock regarding
dividends and liquidation.
5
The Company has 9,900,000 shares of authorized but unissued shares of
"blank check" preferred stock, which may be issued by the Board of Directors
with rights, designations, preferences and other terms, as may be determined by
the Directors in their sole discretion, at the time of issuance.
Options
Mr. D'Alonzo and Mr. Baker have options to purchase 1,716,800 and
1,840,000 shares, respectively, of the Company's common stock at an exercise
price of $0.35 per share. The options are exercisable for a period of ten years
from June 15, 1999.
Warrants
Rider Insurance Company has warrants to purchase 2,000,000 shares of the
Company's common stock at an exercise price of $1.00. The warrants are
exercisable for a period of ten years from May 2, 2001.
Convertible Debentures
On January 17, 2003, the Company sold convertible debentures in the amount
of $250,000. These debentures accrue interest at a rate of 5% per year and
mature three years from the issuance date on January 17, 2006. The debentures
are convertible into the Company's common stock at the holders' option any time
up to maturity at a conversion price equal to the lower of (i) 120% of the
closing bid price of the common stock as of the closing date or (ii) 80% of the
average closing bid price of the common stock for the three lowest trading days
of the five trading days immediately preceding the conversion date. At maturity,
the Company has the option to either pay the holder the outstanding principal
balance and accrued interest or to convert the debentures into shares of common
stock at a conversion price similar to the terms described above. The Company
has the right to redeem the debentures upon thirty days notice for 120% of the
amount redeemed. Upon such redemption, the holder shall receive warrants equal
to 10,000 shares of common stock for each $100,000 redeemed with an exercise
price equal to 120% of the closing bid price of the common stock on the closing
date. Since the sale of this debenture, $190,000 of principal has been repaid
through the issuance of shares under the terms of the equity line.
As of July 25, 2005, the Company has a short-term liability of $25,000 for
convertible debentures, plus accrued interest of $20,586, and a
long-term-liability for convertible debentures of $60,000.
Dividends
The Company has not declared or paid cash dividends on its common stock
since its inception and does not anticipate paying such dividends in the
foreseeable future. The payment of dividends may be made at the discretion of
the Board of Directors at that time and will depend upon, among other factors,
on the Company's operations.
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation, Bylaws And
Florida Law
Authorized but Unissued Stock. Authorized but unissued shares of common
stock and preferred stock would be available for future issuance without our
shareholders' approval. These additional shares may be utilized for a variety of
corporate purposes including, but not limited to, future public or direct
offerings to raise additional capital, corporate acquisitions and employee
incentive plans. The issuance of such shares may also be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the Company's Board of
Directors' desires. A takeover may be beneficial to shareholders because, among
other reasons, a potential suitor may offer shareholders a premium for their
shares of stock compared to the then-existing market price.
The existence of authorized but unissued and unreserved shares of
preferred stock may enable the Board of Directors to issue shares to persons
friendly to current management, which would render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of the Company's
management.
Transfer Agent and Registrar
Florida Atlantic Stock Transfer, Inc. is the transfer agent and registrar
of our common stock. Its address is 7130 Nob Hill Road Tamarac, Florida 3332,
and its telephone number is 954-726-4954.
6
Additional Information
Certain financial and other information required pursuant to Item 13 of
the Proxy Rules is incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 26, 2004, and the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended March 27, 2005, which are
being delivered to the shareholders with this Information Statement. In order to
facilitate compliance with Rule 2-02(a) of Regulation S-X, one copy of the
definitive Information Statement will include a manually signed copy of the
accountant's report.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or director of the Company has any substantial interest in
the matters to be acted upon, other than his role as an officer or director of
the Company.
(b) No director of the Company has informed the Company that he intends to
oppose the proposed actions to be taken by the Company set forth in this
Information Statement.
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PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S
NAME TO CSI BUSINESS FINANCE, INC.
Our Company's Board of Directors proposes an amendment to our Company's
Articles of Incorporation to change our Company's name from Health Express USA,
Inc. to CSI Business Finance, Inc.
Purpose of Changing the Name of the Company to CSI Business Finance, Inc.
Our Company's Board of Directors believes that it is in the Company's best
interest to have the Company change its name in light of the recent Share
Exchange Agreement with CSI Business Finance, Inc., as described below.
Moreover, the Company is no longer operational, and therefore its current name
no longer reflects the business and operations of the Company.
On June 17, 2005, the Company entered into a Share Exchange Agreement,
(the "Share Exchange Agreement") by and among the Company, CSI Business Finance,
Inc., a Texas corporation (the "CSI"), and the Shareholders of CSI. Pursuant to
the Share Exchange Agreement, the Shareholders exchanged with, and delivered to,
the Company the issued and outstanding common stock of CSI in exchange for
100,000 shares of Series A Convertible Preferred Stock, par value $0.01 per
share, of the Company (the "Health Express Series A Preferred Stock"). Each
share of the Health Express Series A Preferred Stock is convertible into 19,500
shares of common stock of the Company. The Shareholders transferred and
exchanged the CSI Common Stock for the Health Express Series A Preferred shares
so that effectively after the conversion of the preferred stock, shares of
common stock issued upon conversion of the preferred stock shall equal
Ninety-Seven and One Half percent (97.5%) of the issued and outstanding shares
of common stock of Health Express. As a result of the Share Exchange Agreement,
CSI will become a wholly-owned subsidiary of the Company.
Amendment of Articles of Incorporation
The amendment to our Company's Articles of Incorporation shall be filed
with the Florida Secretary of State so that the first paragraph of Article I of
the Articles of Incorporation, as amended, will be as follows:
"The name of the corporation is CSI Business Finance, Inc."
Recommendation Of The Board Of Directors
Our Board of Directors unanimously recommended a vote "FOR" the approval
of an amendment to our Company's Articles of Incorporation to change the company
name from Health Express USA, Inc. to CSI Business Finance, Inc.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals in
this Information Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the Information Statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the Information Statement by sending a
written request to the Company at 1761 West Hillsboro Blvd., Suite 203,
Deerfield Beach, Florida 33442; or by calling the Company at (954) 570-5900 and
requesting a copy of the Information Statement. A security holder may utilize
the same address and telephone number to request either separate copies or a
single copy for a single address for all future Information Statements and
annual reports.
8
By Order of the Board of Directors
/s/ Douglas Baker
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Name: Douglas Baker
Title: Chief Executive Officer
Deerfield Beach, Florida
July 25, 2005
9