SCHEDULE 14C INFORMATION
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
HAIRMAX INTERNATIONAL, INC.
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(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: NOT
APPLICABLE
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2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES: NOT
APPLICABLE
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3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:*
NOT APPLICABLE
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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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* SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE HOW
IT WAS DETERMINED.
2
HAIRMAX INTERNATIONAL, INC.
9900 WEST SAMPLE RD, SUITE 300
CORAL SPRINGS, FL 33065
(954) 825-0299
INFORMATION STATEMENT
INTRODUCTION
THIS INFORMATION STATEMENT IS BEING MAILED OR OTHERWISE FURNISHED TO
STOCKHOLDERS OF HAIRMAX INTERNATIONAL, INC., A NEVADA CORPORATION, IN CONNECTION
WITH CERTAIN STOCKHOLDER ACTIONS TAKEN BY WRITTEN CONSENT OF THE HOLDERS OF A
MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK OF RECORD AS OF NOVEMBER 20,
2004 TO:
(1) APPROVE THE WITHDRAWAL OF OUR ELECTION TO BE TREATED AS A BUSINESS
DEVELOPMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, SUBJECT TO THE
RIGHT OF THE BOARD OF DIRECTORS TO CHOOSE NOT TO EFFECTUATE SUCH WITHDRAWAL;
(2) AUTHORIZE THE BOARD OF DIRECTORS, IN ITS DISCRETION, TO EFFECTUATE A REVERSE
SPLIT OF OUR COMMON STOCK, $.001 PAR VALUE, WHERE A NUMBER OF SUCH SHARES, (BUT
NOT MORE THAN 100), ISSUED AND OUTSTANDING AS OF THE DATE OF THE STOCK SPLIT
WILL BE RECLASSIFIED AS AND CONVERTED INTO ONE (1) SHARE OF COMMON STOCK
IMMEDIATELY FOLLOWING THE SUCH REVERSE STOCK SPLIT;
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY
1
EACH OF THE ACTIONS REFERRED TO ABOVE REQUIRES THE APPROVAL OF HOLDERS
OF A MAJORITY OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. UNDER THE PRIVATE
CORPORATIONS LAW OF THE STATE OF NEVADA, WE ARE PERMITTED TO OBTAIN SUCH
APPROVAL BY WRITTEN CONSENT OF THE HOLDERS OF OUTSTANDING SHARES OF VOTING
CAPITAL STOCK HAVING NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD BE
NECESSARY TO APPROVE SUCH ACTION AT A MEETING AT WHICH ALL SHARES ENTITLED TO
VOTE THEREON WERE PRESENT AND VOTED.
THE RATIFICATION OF TRACI ANDERSON & CO. LLP AS OUR INDEPENDENT
AUDITORS AND THE AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS WILL BECOME
EFFECTIVE TWENTY (20) DAYS AFTER THE FIRST FILING OF THIS INFORMATION STATEMENT
TO OUR STOCKHOLDERS.
THE WITHDRAWAL OF OUR ELECTION TO BE A BUSINESS DEVELOPMENT COMPANY
WILL BE EFFECTIVE UPON FILING OF A FORM N-54C WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH FILING IS CURRENTLY EXPECTED TO BE MADE TWENTY (20) DAYS AFTER
THE FIRST FILING OF THIS INFORMATION STATEMENT TO OUR STOCKHOLDERS.
THE REVERSE SPLIT, IF ANY, WILL BE EFFECTIVE ON THE DATE DETERMINED BY
THE RESOLUTION OF THE BOARD OF DIRECTORS. SUCH EFFECTIVE DATE WILL NOT OCCUR
BEFORE TWENTY (20) DAYS AFTER THE FIRST FILING OF THIS INFORMATION STATEMENT TO
OUR STOCKHOLDERS.
OUR BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON NOVEMBER 24 ,
2004 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS WHO ARE ENTITLED
TO GIVE CONSENT AND RECEIVE THIS INFORMATION STATEMENT.
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ALL EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION AND FILING OF
THIS INFORMATION STATEMENT WILL BE BORNE BY THE COMPANY. THIS INFORMATION
STATEMENT IS PREPARED AND DISTRIBUTED BY THE COMPANY.
THIS INFORMATION STATEMENT IS BEING SENT TO STOCKHOLDERS ON OR ABOUT NOVEMBER
24, 2004
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY
THE DATE OF THIS INFORMATION STATEMENT IS NOVEMBER 23, 2004
3
ANNUAL REPORT
OUR ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 ON FORM
10-KSB AND THE COMPANY'S QUARTERLY REPORTS FOR THE FISCAL QUARTERS ENDED MARCH
31, 2004, JUNE 30, 2004, AND SEPTEMBER 30, 2004, RESPECTIVELY, WERE PREVIOUSLY
FILED WITH THE SEC AND ARE AVAILABLE ON THE SEC'S EDGAR (ELECTRONIC DATA
GATHERING AND RETRIEVAL) SYSTEM AT WWW.SEC.GOV. A COPY OF THE ANNUAL REPORT IS
ENCLOSED WITH THIS INFORMATION STATEMENT.
WE WILL PROVIDE ADDITIONAL COPIES OF THE ANNUAL AND QUARTERLY REPORTS
TO STOCKHOLDERS UPON WRITTEN REQUEST SENT TO INVESTOR RELATIONS DEPT., HAIRMAX
INTERNATIONAL, INC., 9900 WEST SAMPLE RD, SUITE 300, CORAL SPRINGS, FL 33065. WE
WILL PROVIDE ONLY A LISTING OF EXHIBITS, IF ANY, TO THESE REPORTS. WE WILL
PROVIDE COPIES OF SPECIFIC EXHIBITS REQUESTED BY STOCKHOLDERS UPON PAYMENT OF
OUR COPYING AND MAILING EXPENSES FOR THOSE EXHIBITS.
DIRECTORS, EXECUTIVES OFFICERS AND CONTROL PERSONS
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
AS OF THE DATE OF THIS INFORMATION STATEMENT, THE DIRECTORS AND
EXECUTIVE OFFICERS FOR THE COMPANY ARE AS FOLLOWS:
NAME AGE POSITION
- ------------------- --- -----------------------
EDWARD A. ROTH 46 PRESIDENT/CEO/DIRECTOR
ALISHA ROTH 39 SECRETARY/TREASURER
MICHAEL BONGIOVANNI 42 CHIEF FINANCIAL OFFICER
JANE LETWIN 67 DIRECTOR
JIM PHELPS 63 DIRECTOR
THE NEW TERM OF MS. LETWIN AND MR.PHELPS EACH AS A DIRECTOR SHALL
EXPIRE AT THE NEXT ANNUAL STOCKHOLDERS MEETING OR WHEN HIS SUCCESSOR IS DULY
QUALIFIED AND ELECTED. FOR ADDITIONAL INFORMATION REGARDING THE PERSONS
NOMINATED TO SERVE AS DIRECTORS, PLEASE SEE THE SECTION "ELECTION OF DIRECTORS"
BELOW.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
THE FOLLOWING TABLE SETS FORTH, AS OF OCTOBER 31, 2004, CERTAIN
INFORMATION WITH RESPECT TO (1) EACH PERSON OR ENTITY WHO IS KNOWN BY OUR
MANAGEMENT TO BE THE BENEFICIAL OWNER OF MORE THAN 5% OF OUR OUTSTANDING SHARES
OF COMMON STOCK, (2) EACH OF OUR DIRECTORS AND (3) ALL APPLICABLE DIRECTORS AND
EXECUTIVE OFFICERS AS A GROUP.
BENEFICIAL OWNERSHIP IS DETERMINED IN ACCORDANCE WITH THE RULES OF THE
SECURITIES AND EXCHANGE COMMISSION, AND UNLESS OTHERWISE INDICATED, THE PERSONS
NAMED IN THE TABLE HAVE SOLE VOTING AND INVESTMENT POWER WITH RESPECT TO THE
SHARES BENEFICIALLY OWNED BY THEM.
NAME AND ADDRESS PERCENT OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY
SHARES OWNED SHARES OWNED
- ----------------------------------------------------------------------------
EDWARD A. ROTH 178,686,000 88%
PO BOX 9637
CORAL SPRINGS, FL 33075
ALISHA ROTH 927,000*
PO BOX 9637
CORAL SPRINGS, DL 33075
EDWARD A & ALISHA ROTH 5,028,000 2.1%
JOINT TENANTS
REVENGE GAMES INC 2,000,000 1%
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (1)(6)* 91%
*
* DENOTES BENEFICIAL OWNERSHIP OF LESS THAN 1%.
1) MR AND MRS. ROTH OWN 2,850,000 SHARES OF CLASS A PREFERRED STOCK OUTSTANDING.
EACH SHARE OF PREFERRED STOCK IS ENTITLED TO 200 VOTES ON ALL MATTERS ON WHICH
COMMON STOCK MAY VOTE. ACCORDINGLY, THE PERCENTAGE OF OVERALL VOTING POWER OF HE
COMPANY'S VOTING SECURITIES BENEFICIALLY OWNED BY EDWARD A. ROTH AND ALL
OFFICERS AND DIRECTORS AS A GROUP IS INCREASED ACCORDINGLY TO OVER 90%
EXECUTIVE COMPENSATION
AS OF THE DATE OF THIS INFORMATION STATEMENT.
EDWARD A. ROTH, WHO IS PRESIDENT AND CEO OF THE COMPANY UNTIL HIS
RESIGNATION IN DECEMBER 2002, IS A PAID EMPLOYEE AT A BASE SALARY OF
$250,000.00. MR. ROTH IS EMPLOYED PURSUANT TO AN EMPLOYMENT AGREEMENT WITH THE
COMPANY.
ALISHA M. ROTH IS THE SECRETARY/TREASURER OF THE COMPANY. MS ROTH. HAS
AN EMPLOYMENT CONTRACT WITH A BASE SALARY OF $75,000.00.
MICHAEL BONGIOVANNI IS THE CHIEF FINANCIAL OFFICER OF THE COMPANY. MR.
BONGIOVANNI HAS AN EMPLOYMENT AGREEMENT WITH A BASE SALARY OF $50,000.00
OFFICERS AND DIRECTORS OF THE COMPANY ARE REIMBURSED FOR ANY
OUT-OF-POCKET EXPENSES INCURRED BY THEM ON BEHALF OF THE COMPANY.
THE COMPANY CURRENTLY HAS NO PENSION, PROFIT SHARING OR SIMILAR
BENEFIT PLANS.
CERTAIN TRANSACTIONS
AS OF THE DATE OF THIS INFORMATION STATEMENT, THE COMPANY HAS NOT
ENTERED INTO ANY CONTRACTUAL ARRANGEMENTS WITH RELATED PARTIES. THERE IS NOT ANY
CURRENTLY PROPOSED TRANSACTION, OR SERIES OF THE SAME TO WHICH THE COMPANY IS
PARTY, IN WHICH THE AMOUNT INVOLVED EXCEEDS $60,000 AND IN WHICH, TO THE
KNOWLEDGE OF THE COMPANY, ANY DIRECTOR, EXECUTIVE OFFICER, NOMINEE, 5%
STOCKHOLDER 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 BOARDS 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 CAN 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.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
SECTION 16(A) OF THE EXCHANGE ACT REQUIRES THE COMPANY'S DIRECTORS AND
OFFICERS, AND THE PERSONS WHO BENEFICIALLY OWN MORE THAN 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, THE COMPANY BELIEVES THAT ALL THESE
PERSONS ARE CURRENTLY IN COMPLIANCE WITH ALL APPLICABLE FILING REQUIREMENTS.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
AS OF THE DATE OF THIS INFORMATION STATEMENT, NO PERSON WHO HAS BEEN A
DIRECTOR OR AN OFFICER OF THE COMPANY AT ANY TIME SINCE THE BEGINNING OF THE
FISCAL YEAR ENDED DECEMBER 31, 2004 OR WHO IS A NOMINEE FOR ELECTION AS A
DIRECTOR (OR WHO IS AN ASSOCIATE OF ANY OF THOSE PERSONS) HAS A SUBSTANTIAL
INTEREST, DIRECT OR INDIRECT, BY SECURITY HOLDINGS OR OTHERWISE, IN THE MATTERS
BEING ACTED UPON (OTHER THAN THE ELECTION OF DIRECTORS).
AS OF THE DATE OF THIS INFORMATION STATEMENT, NO DIRECTOR HAS INFORMED
THE COMPANY IN WRITING THAT HE INTENDS TO OPPOSE ANY ACTION TO BE TAKEN BY THE
COMPANY REFERRED TO IN THIS INFORMATION STATEMENT.
THE FOLLOWING IS A SUMMARY OF ACTIONS TO BE TAKEN BY THE COMPANY AND IS
NOT MEANT TO BE COMPLETE AND EXHAUSTIVE. THE STOCKHOLDERS ARE ENCOURAGED TO READ
THE ATTACHED INFORMATION STATEMENT FOR FURTHER INFORMATION REGARDING THE
ACTIONS.
2. RATIFICATION OF APPOINTMENT OF TRACI ANDERSON & CO. LLP AS INDEPENDENT
AUDITORS
THE BOARD OF DIRECTORS RECOMMENDED THE RETENTION OF TRACI ANDERSON &
CO. LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004. THE MAJORITY STOCKHOLDERS HAVE RATIFIED SUCH DESIGNATION.
3. WITHDRAWAL OF ELECTION TO BE A BUSINESS DEVELOPMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940
THE BOARD OF DIRECTORS RECOMMENDED THAT THE STOCKHOLDERS APPROVE THE
WITHDRAWAL OF THE COMPANY'S ELECTION TO BE A BUSINESS DEVELOPMENT COMPANY UNDER
THE INVESTMENT COMPANY ACT OF 1940.
THIS RECOMMENDATION WAS MADE IN LIGHT OF THE CURRENT BUSINESS PLAN OF
THE COMPANY. THE COMPANY EXPECTS TO ACT AS A HOLDING COMPANY TO ACQUIRE
CONTROLLING OR OTHER INTERESTS IN ONE OR MORE COMPANIES INVOLVED IN DEVELOPING
PRODUCTS OR SERVICES. THE PRINCIPAL OBJECTIVE OF THE COMPANY WILL BE TO ACQUIRE
ONE OR MORE OPERATING COMPANIES. IN CONNECTION WITH SUCH CHANGE IN THE NATURE OF
THE COMPANY'S BUSINESS, THE COMPANY WILL CEASE BEING A BUSINESS DEVELOPMENT
COMPANY.
THE MAJORITY STOCKHOLDERS ADOPTED A RESOLUTION AUTHORIZING THE
WITHDRAWAL OF THE ELECTION TO BE A BUSINESS DEVELOPMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940, SUBJECT TO THE DETERMINATION OF THE BOARD OF
DIRECTORS NOT TO WITHDRAW SUCH ELECTION.
THE WITHDRAWAL ELECTION WILL BE EFFECTIVE UPON THE FILING WITH THE SEC
OF A NOTIFICATION OF WITHDRAWAL OF ELECTION ON FORM N-54C. SUCH FILING WILL NOT
TAKE PLACE BEFORE 20 DAYS FROM THE FILING OF THIS INFORMATION STATEMENT TO
STOCKHOLDERS.
5. AUTHORIZATION OF REVERSE STOCK SPLIT AND AMENDMENT TO CERTIFICATE OF
INCORPORATION, AS AMENDED, TO EFFECT SUCH REVERSE STOCK SPLIT
ON NOVEMBER 20, 2004, OUR BOARD OF DIRECTORS VOTED UNANIMOUSLY TO
AUTHORIZE AND RECOMMEND THAT OUR STOCKHOLDERS APPROVE A PROPOSAL GIVING THE
BOARD OF DIRECTORS AUTHORITY, IN ITS DISCRETION, TO EFFECT A REVERSE STOCK SPLIT
WHERE A SPECIFIED NUMBER OF SHARES OF OUR OUTSTANDING COMMON STOCK (BUT NOT MORE
THAN 100 SHARES) WOULD BE RECLASSIFIED AS AND CONVERTED INTO ONE (1) SHARE OF
COMMON STOCK IMMEDIATELY FOLLOWING THE SUCH REVERSE STOCK SPLIT.
THE MAJORITY STOCKHOLDERS ADOPTED A RESOLUTION GIVING THE BOARD OF
DIRECTORS, IN ITS DISCRETION, THE AUTHORITY TO EFFECT SUCH REVERSE STOCK SPLIT
AND TO SET THE EFFECTIVE DATE OF THE REVERSE SPLIT.
PURSUANT TO THE REVERSE STOCK SPLIT, IF ANY, EACH SPECIFIED NUMBER OF
THE OUTSTANDING SHARES OF OUR COMMON STOCK ON THE DATE OF THE REVERSE STOCK
SPLIT WILL BE AUTOMATICALLY CONVERTED INTO ONE (1) SHARE OF OUR COMMON STOCK
AFTER THE SPLIT. THE REVERSE SPLIT WILL NOT ALTER THE NUMBER OF SHARES OF OUR
COMMON STOCK WE ARE AUTHORIZED TO ISSUE OR CHANGE THE PAR VALUE OF OUR SHARES,
BUT WILL REDUCE THE NUMBER OF SHARES OF OUR COMMON STOCK ISSUED AND OUTSTANDING.
THE REVERSE STOCK SPLIT, IF ANY, WILL BECOME EFFECTIVE UPON FILING ON THE DATE
DETERMINED BY THE BOARD OF DIRECTORS.
REASONS FOR THE REVERSE STOCK SPLIT
THE BOARD OF DIRECTORS BELIEVES THAT THE CURRENT PER SHARE PRICE OF THE
COMMON STOCK HAS HAD A NEGATIVE EFFECT ON THE MARKETABILITY OF EXISTING SHARES
AND ON THE AMOUNT AND PERCENTAGE OF TRANSACTION COSTS PAID BY INDIVIDUAL
STOCKHOLDERS SEEKING TO BUY OR SELL THE COMPANY'S COMMON STOCK. MANY BROKERAGE
FIRMS AND BROKERS ARE RELUCTANT TO RECOMMEND LOWER-PRICED STOCKS TO THEIR
CLIENTS. IN ADDITION, MANY INSTITUTIONAL AND INDIVIDUAL INVESTORS ARE RELUCTANT
TO PURCHASE LOWER-PRICED STOCKS. THE STRUCTURE OF MOST BROKERAGE COMMISSIONS
TENDS TO HAVE AN ADVERSE AFFECT ON POTENTIAL PURCHASERS OF LOWER-PRICED STOCKS
SINCE THE BROKERAGE COMMISSION PAYABLE ON BUYING AND SELLING SUCH STOCKS ALMOST
ALWAYS REPRESENTS A HIGHER PERCENTAGE OF THE TRADE PRICE THAN THE COMMISSION ON
A RELATIVELY HIGHER-PRICED STOCK. THESE FACTORS ADVERSELY AFFECT NOT ONLY THE
LIQUIDITY OF THE COMMON STOCK, BUT ALSO THE COMPANY'S ABILITY TO RAISE
ADDITIONAL CAPITAL THROUGH A SALE OF EQUITY SECURITIES. THE LOW PRICE IS
ATTRIBUTABLE TO THE ISSUANCE OF 2,000,000 SHARES TO A COMPANY THAT DID NOT EXIST
AT THE TIME. IN ADDITION, WE NEVER TOOK POSSESSION OF THE REVENGE GAMES MOVIE
DUE TO FRAUDS AGAINST US COMMITTED BY THE COMPANY THAT RECEIVED THESE SHARES. WE
HAVE REASON TO BELIEVE THAT THEY HAVE SHORTED AGAINST THIS LONG POSITION IN
ACCOUNTS IN CANADA WHERE THE MAJOR SHAREHOLDER OF SAID COMPANY RESIDES.
ALTHOUGH WE HAVE NO IMMEDIATE PLANS TO ISSUE STOCK BY WAY OF A MERGER, AN
OFFERING OR THE LIKE, AND WE HAVE NO TRANSACTION PENDING OR IN PROCESS, WE
CONTINUE TO INVESTIGATE OPPORTUNITIES TO EXPAND OUR BUSINESS.
WE BELIEVE THAT THE REVERSE STOCK SPLIT MAY IMPROVE THE PRICE LEVEL OF OUR
COMMON STOCK AND THAT THE HIGHER SHARE PRICE COULD HELP GENERATE INTEREST IN THE
COMPANY AMONG INVESTORS AND OTHER BUSINESS OPPORTUNITIES. HOWEVER, THE EFFECT OF
THE REVERSE SPLIT UPON THE MARKET PRICE FOR OUR COMMON STOCK CANNOT BE
PREDICTED, AND THE HISTORY OF SIMILAR STOCK SPLIT COMBINATIONS FOR COMPANIES IN
LIKE CIRCUMSTANCES IS VARIED. THERE CAN BE NO ASSURANCE THAT THE MARKET PRICE
PER SHARE OF OUR COMMON STOCK AFTER THE REVERSE SPLIT WILL RISE IN PROPORTION TO
THE REDUCTION IN THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING RESULTING FROM
THE REVERSE SPLIT. THE MARKET PRICE OF OUR COMMON STOCK MAY ALSO BE BASED ON OUR
PERFORMANCE AND OTHER FACTORS, SOME OF WHICH MAY BE UNRELATED TO THE NUMBER OF
SHARES OUTSTANDING
THE REVERSE STOCK SPLIT, IF ANY, WILL HAVE THE FOLLOWING EFFECTS UPON THE
NUMBER OF SHARES OF OUR COMMON STOCK OUTSTANDING AND THE NUMBER OF AUTHORIZED
AND UNISSUED SHARES OF OUR COMMON STOCK:
THE NUMBER OF SHARES OWNED BY EACH HOLDER OF COMMON STOCK WILL BE REDUCED;
THE EXACT RATION WILL BE BASED ON THE RATIO DETERMINED BY THE BOARD OF DIRECTORS
(FOR EXAMPLE, IF THE REVERSE STOCK SPLIT IS 1 FOR 10, THEN THE RATIO WILL BE TEN
(10) TO ONE (1), AND A STOCKHOLDER CURRENTLY HOLDING 100 SHARES OF COMMON STOCK
IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THE REVERSE SPLIT WILL BE HOLDING 10
SHARES AFTER THE REVERSE SPLIT IS EFFECTIVE);
MANNER OF EFFECTING THE REVERSE STOCK SPLIT
THE REVERSE STOCK SPLIT, IF ANY, WILL BE EFFECTED BY RESOLUTION OF THE
BOARD OF DIRECTORS. THE REVERSE STOCK SPLIT WILL BECOME EFFECTIVE ON THE DATE
DETERMINED BY THE BOARD OF DIRECTORS. AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE, WE WILL SEND A LETTER OF TRANSMITTAL TO EACH HOLDER OF RECORD OF PRE-SPLIT
SHARES OUTSTANDING ON THE EFFECTIVE DATE. THE LETTER OF TRANSMITTAL WILL CONTAIN
INSTRUCTIONS FOR THE SURRENDER OF CERTIFICATES REPRESENTING THE PRE-SPLIT
SHARES. UPON PROPER COMPLETION AND EXECUTION OF THE LETTER OF TRANSMITTAL AND
RETURN THEREOF, TOGETHER WITH CERTIFICATES REPRESENTING THE PRE-SPLIT SHARES, A
STOCKHOLDER WILL BE ENTITLED TO RECEIVE A CERTIFICATE REPRESENTING THE NUMBER OF
POST-SPLIT SHARES INTO WHICH THOSE PRE-SPLIT SHARES HAVE BEEN RECLASSIFIED AS A
RESULT OF THE REVERSE STOCK SPLIT. STOCKHOLDERS SHOULD NOT SUBMIT ANY
CERTIFICATES UNTIL REQUESTED TO DO SO. NO NEW CERTIFICATE WILL BE ISSUED TO A
STOCKHOLDER UNTIL SUCH STOCKHOLDER HAS SURRENDERED HIS OUTSTANDING CERTIFICATES,
TOGETHER WITH THE PROPERLY COMPLETED AND EXECUTED LETTER OF TRANSMITTAL. UNTIL
SO SURRENDERED, EACH OUTSTANDING CERTIFICATE REPRESENTING THE PRE-SPLIT SHARES
WILL BE DEEMED FOR ALL CORPORATE PURPOSES AFTER THE EFFECTIVE DATE TO EVIDENCE
OWNERSHIP OF THE POST-SPLIT SHARES IN THE APPROPRIATELY REDUCED NUMBER.
NO RIGHTS OF APPRAISAL
UNDER THE LAWS OF THE STATE OF NEVADA, STOCKHOLDERS ARE NOT ENTITLED TO
APPRAISAL RIGHTS WITH RESPECT TO THE REVERSE STOCK SPLIT, AND WE WILL NOT
INDEPENDENTLY PROVIDE STOCKHOLDERS WITH ANY SUCH RIGHT.
VOTE REQUIRED
THE REVERSE SPLIT REQUIRES THE APPROVAL OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF OUR COMMON STOCK ON THE RECORD DATE. HOLDERS OF OUR COMMON
STOCK ARE ENTITLED TO ONE VOTE PER SHARE ON ALL MATTERS SUBMITTED TO A VOTE. THE
HOLDERS OF A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE ALREADY
CONSENTED IN WRITING TO SUCH REVERSE SPLIT AS DETERMINED BY THE BOARD OF
DIRECTORS.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
THE FOLLOWING IS A SUMMARY OF CERTAIN MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF THE REVERSE STOCK SPLIT, IF ANY, AND DOES NOT PURPORT TO BE A
COMPLETE DISCUSSION OF ALL OF THE POSSIBLE FEDERAL INCOME TAX CONSEQUENCES OF
THE REVERSE STOCK SPLIT. IT DOES NOT DISCUSS ANY STATE, LOCAL, FOREIGN OR
MINIMUM INCOME OR OTHER U.S. FEDERAL TAX CONSEQUENCES. ALSO, IT DOES NOT ADDRESS
THE TAX CONSEQUENCES TO STOCKHOLDERS WHO ARE SUBJECT TO SPECIAL TAX RULES, SUCH
AS BANKS, INSURANCE COMPANIES, REGULATED INVESTMENT COMPANIES, PERSONAL HOLDING
COMPANIES, FOREIGN ENTITIES, NON RESIDENT ALIEN INDIVIDUALS, BROKER-DEALERS AND
TAX-EXEMPT ENTITIES. THE DISCUSSION IS BASED ON THE PROVISIONS OF THE UNITED
STATES FEDERAL INCOME TAX LAW AS OF THE DATE HEREOF, WHICH IS SUBJECT TO CHANGE
RETROACTIVELY AS WELL AS PROSPECTIVELY. THIS SUMMARY ALSO ASSUMES THAT THE
PRE-SPLIT SHARES WERE, AND THE POST-SPLIT SHARES WILL BE, HELD AS A "CAPITAL
ASSET," AS DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (GENERALLY,
PROPERTY HELD FOR INVESTMENT). THE TAX TREATMENT OF A STOCKHOLDER MAY VARY
DEPENDING UPON THE PARTICULAR FACTS AND CIRCUMSTANCES OF SUCH STOCKHOLDER.
EACH STOCKHOLDER SHOULD CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR WITH
RESPECT TO THE CONSEQUENCES OF THE REVERSE STOCK SPLIT.
NO GAIN OR LOSS SHOULD BE RECOGNIZED BY A STOCKHOLDER OF THE COMPANY UPON
SUCH STOCKHOLDER'S EXCHANGE OF PRE-SPLIT SHARES FOR POST-SPLIT SHARES PURSUANT
TO THE REVERSE STOCK SPLIT. THE AGGREGATE TAX BASIS OF THE POST-SPLIT SHARES
RECEIVED IN THE REVERSE STOCK SPLIT WILL BE THE SAME AS THE STOCKHOLDER'S
AGGREGATE TAX BASIS IN THE PRE-SPLIT SHARES EXCHANGED FOR THEM. THE
STOCKHOLDER'S HOLDING PERIOD FOR THE POST-SPLIT SHARES WILL INCLUDE THE PERIOD
DURING WHICH THE STOCKHOLDER HELD THE PRE-SPLIT SHARES SURRENDERED IN THE
REVERSE STOCK SPLIT.
BY ORDER OF THE BOARD OF DIRECTORS
BY: /S/EDWARD A. ROTH
PRESIDENT/ DIRECTOR
NOVEMBER22, 2004
CORAL SPRINGS,FLORIDA