<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
DEFINITIVE PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
VILLAGEWORLD.COM, INC.
--------------------------------------------------------------------------------
Name of Registrant as Specified In Its Charter
--------------------------------------------------------------------------------
(Name(s) 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 14a-6(i)(4) 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 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):
------------------------------------------------------------------------
(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
09-11(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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
VILLAGEWORLD.COM, INC.
620 JOHNSON AVENUE
BOHEMIA, NEW YORK 11716
NOTICE OF THE 2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 1, 2001
The Annual Meeting of Stockholders of VillageWorld.com, Inc. (the
"Company") will be held at the offices of counsel to the Company, Feder,
Kaszovitz, Isaacson, Weber, Skala & Bass, LLP, 750 Lexington Avenue, 23rd Floor,
New York, New York on February 1, 2001 at 11:00 a.m., New York time, to consider
and act upon the following matters:
1. To elect five directors to serve for the ensuing year.
2. To ratify the selection by the Board of Directors of Laurence Rothblatt
& Co. as the Company's independent auditors for the current fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Stockholders of record as of the close of business on December 18, 2000
will be entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof. The stock transfer books of the Company will remain open.
By Order of the Board of Directors
By: David A. Levi
Secretary
Bohemia, New York
January 5, 2001
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. YOU MAY REVOKE THE PROXY AT ANY TIME
BEFORE THE AUTHORITY GRANTED THEREIN IS EXERCISED.
<PAGE> 3
VILLAGEWORLD.COM, INC.
620 JOHNSON AVENUE
BOHEMIA, NEW YORK 11716
PROXY STATEMENT FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 1, 2001
This Proxy Statement and accompanying form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of
VillageWorld.com, Inc. (the "Company") for use at its 2001 Annual Meeting of
Stockholders to be held on February 1, 2001, at the offices of counsel to the
Company, Feder, Kaszovitz, Isaacson, Weber, Skala & Bass, LLP, 750 Lexington
Avenue, 23rd Floor, New York, New York 10022, at 11:00 a.m., New York time, and
at any adjournment of that meeting (the "Annual Meeting"). All proxies will be
voted in accordance with a stockholder's instructions and, if no choice is
specified, the proxies will be voted in favor of the matters set forth in the
accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at any
time before it is exercised by delivery of written revocation or a subsequently
dated proxy to the President of the Company or by voting in person at the Annual
Meeting.
The Company intends to mail this Proxy Statement to stockholders on or
about January 5, 2001, to be accompanied by the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1999.
VOTING SECURITIES AND VOTES REQUIRED
The Board of Directors has fixed the close of business on December 18, 2000
as the record date for the determination of stockholders of the Company who are
entitled to receive notice of, and to vote at, the Annual Meeting. Only
stockholders of record at the close of business on that date will be entitled to
vote at the Annual Meeting or any and all adjournments thereof. As of December
18, 2000, the Company had issued and outstanding voting shares consisting of (i)
19,267,499 shares of Common Stock and (ii) 508,152 shares of Class B Preferred
Stock, each share of which is convertible into 138 shares of Common Stock (or
70,124,976 shares in the aggregate). A holder of Common Stock is entitled to one
vote for each share held by him or her on the record date and a holder of Class
B Preferred Stock is entitled to 138 votes for each share held by him or her on
the record date. Accordingly, the Company had 89,392,475 voting shares issued
and outstanding as of the record date. The presence, in person or by proxy, of a
majority of all of such outstanding voting shares will constitute a quorum at
the Annual Meeting.
The affirmative vote of the holders of a plurality of the voting shares
present or represented at the Annual Meeting (including the 70,124,976 shares
underlying the Class B Preferred Stock) is required for election of directors.
The affirmative vote of the holders of a majority of the outstanding voting
shares present or represented at the Annual Meeting (including the 70,124,976
shares underlying the Class B Preferred Stock) is required for the ratification
of the selection by the Board of Directors of Laurence Rothblatt & Co. as the
Company's independent auditors for the current fiscal year. Shares represented
in person or by proxy (including shares which abstain or do not vote for any
reason with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum is
present at the Annual Meeting.
Abstentions will be treated as shares that are present and entitled to vote
for purposes of determining the number of shares present and entitled to vote
with respect to any particular matter, but will not be counted as a vote in
favor of such matter. Accordingly, an abstention from voting on a matter has the
same legal effect as a vote against the matter. If a broker or nominee holding
stock in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to a particular matter ("broker non-votes"),
those shares will not be considered as present and entitled to vote with respect
to such matter. Accordingly, a broker non-vote on a matter has no effect on the
voting on such matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of December 18, 2000, based
upon information obtained from the persons named below, regarding beneficial
ownership of the Company's Common Stock by (i) each
<PAGE> 4
current director and nominee for director of the Company, (ii) each executive
officer of the Company named in the Summary Compensation Table set forth under
the caption "Executive Compensation," below, (iii) each person who is known by
the Company to own beneficially more than 5% of the outstanding shares of its
Common Stock and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES OF COMMON STOCK
NUMBER OF SHARES OF CLASS B INTO WHICH
OF COMMON STOCK PREFERRED STOCK CLASS B PREFERRED
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY STOCK IS PERCENT OF
BENEFICIAL OWNER(1) OWNED(2) OWNED(2)(3) CONVERTIBLE(3) CLASS(4)
------------------- ---------------- ---------------- ----------------- -----------
<S> <C> <C> <C> <C>
Hector M. Gavilla............... 1,718,198(5) 101,178(6) 13,962,564(6) 47.19%
Hector P. Gavilla............... 1,454,534 85,750 11,833,500 42.73
Peter J. Keenan................. 2,187,651 128,854 17,781,852 53.90
David A. Levi................... 471,719 28,871 3,984,198 19.16
Eli Levi........................ 1,633,575(7) 100,315(8) 13,843,470(8) 46.74
Roberta Levi.................... 1,633,575(7) 100,315(8) 13,843,470(8) 46.74
Dr. Steven Levi................. 471,719 28,871 3,984,198 19.16
Moshe Schwartz.................. 0 0 0 *
Directors and Executive officers
as a group (seven persons).... 4,949,287(9) 287,774(9) 39,712,812(9) 75.72%
</TABLE>
---------------
(*) Less than 1%
(1) Each such person's address is at the Company's executive offices, 620
Johnson Avenue, Bohemia, New York 11716.
(2) The number of shares of common stock beneficially owned by each person or
entity is determined under the rules promulgated by the SEC. Under such
rules, beneficial ownership includes any shares as to which the person or
entity has sole or shared voting power or investment power and shares which
such person or entity has the right to acquire within sixty days after
December 18, 2000. The inclusion herein of any shares deemed beneficially
owned does not constitute an admission by such person of beneficial
ownership of such shares. The information is based upon information
furnished by the person listed.
(3) On July 1, 1999, the Company, BCB Acquisition Corp. I ("BCB") and BCB
Acquisition Corp. II ("BCB II") consummated the transactions contemplated by
the Agreement and Plan of Reorganization and Merger with Intelligent
Computer Solutions, Inc. ("ICS"), VillageNet, Inc. ("VillageNet") and each
of the shareholders of ICS and VillageNet, dated May 21, 1999 and as amended
on June 28, 1999 (the "Merger Agreement"). The Merger Agreement provided for
the merger (the "Merger") of BCB I and BCB II with and into ICS and
VillageNet, respectively, for the separate corporate existence of BCB I and
BCB II to cease and for ICS and VillageNet to be the surviving corporations
of the Merger, continuing after the Merger as wholly-owned subsidiaries of
the Company. At the effective time of the Merger, (i) the 1,400 shares of
the common stock of ICS, representing all of its outstanding capital stock,
were converted into the right to receive 4,309,733 shares of the Company's
common stock and 254,076 shares of Class B Preferred Stock and (ii) the
1,000 shares of common stock of VillageNet, representing all the outstanding
capital stock of VillageNet, were converted into the right to receive
4,309,733 shares of common stock and 254,076 shares of Class B Preferred
Stock. The holders of Class B Preferred Stock have the right to convert all
of the presently outstanding 508,152 shares of Class B Preferred Stock into
an aggregate of 70,124,976 shares of the Company's common stock at a
conversion rate of 138 shares of common stock for each share of Class B
Preferred Stock. The holders may convert the Class B Preferred Stock, in
whole or in part, at any time. A holder of Class B Preferred Stock is
entitled to 138 votes for each share of Class B Preferred Stock registered
in his or her name.
(4) Assumes the conversion of only those shares of Class B Preferred Stock held
by the shareholder to whom the ownership percentage relates.
2
<PAGE> 5
(5) Includes 988,930 shares of common stock owned by Mr. Gavilla and 727,268
shares of common stock held by Mr. Gavilla, as custodian for Alexander F.
Gavilla, Mr. Gavilla's minor son. Hector M. Gavilla is the father of Hector
P. Gavilla.
(6) Includes 58,302 shares of Class B Preferred Stock owned by Mr. Gavilla and
42,876 shares of Class B Preferred Stock held by Mr. Gavilla, as custodian
for Alexander F. Gavilla, Mr. Gavilla's minor son.
(7) Includes 605,928 shares of common stock owned by Roberta Levi and 605,928
shares of common stock owned by Eli Levi. Eli and Roberta Levi are husband
and wife. Also includes 489,719 shares of common stock held by Roberta Levi,
as custodian for Shari Levi, Mr. and Mrs. Eli Levi's minor daughter. David
A. Levi and Dr. Steven Levi are sons of Eli and Roberta Levi.
(8) Includes 35,722, 35,722 and 28,871 shares of Class B Preferred Stock owned
by Roberta Levi, Eli Levi and Roberta Levi, as custodian for Shari Levi,
respectively.
(9) Includes those securities deemed to be beneficially owned by Hector M.
Gavilla, Peter J. Keenan, David A. Levi and Dr. Steven Levi, as set forth in
the table above. Also includes 100,000 shares of common stock issuable upon
exercise of options held by Mr. Robert Appel, Chief Executive Officer of the
Company. Excludes 100,000 shares of common stock issuable upon exercise of
additional options held by Mr. Appel, as the vesting rights under such
options are still being negotiated. Mr. Edilberto R. Enriquez, Treasurer and
Chief Financial Officer of the Company, owns no securities of the Company.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The persons named in the enclosed proxy will vote to elect as directors the
five (5) nominees named below, unless authority to vote for the election of any
or all of the nominees is withheld by marking the proxy to that effect. All of
the nominees have indicated their willingness to serve, if elected, but if any
nominee should be unable to serve, the proxies may be voted for a substitute
nominee designated by Management. David A. Levi and Dr. Steven Levi are
brothers. Other than the foregoing there are no family relationships between or
among any officers or directors of the Company.
NOMINEES
Set forth below for each nominee as a director of the Company is his name
and age, position with the Company, principal occupation and business experience
during at least the past five years and the date of the commencement of each
director's term as a director.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Peter J. Keenan.................................... 30 Chairman of the Board and President
David A. Levi...................................... 25 Secretary and Director
Hector M. Gavilla.................................. 58 Director
Moshe Schwartz..................................... 31 Director
Dr. Steven Levi.................................... 31 Director
</TABLE>
Peter J. Keenan has served as President of the Company, as well as the
President of ICS, since the Merger in July 1999. From October 1994 to June 1996,
Mr. Keenan was technical director of ICS. Since 1995, Mr. Keenan has also served
as technical director of VillageNet. From September 1991 to October 1994, Mr.
Keenan was employed by Advanced Testing Technologies, Inc. ("ATTI") as a
purchasing agent.
David A. Levi has been a director of the Company since October 1999. Mr.
Levi commenced medical school in August 1999. From January 1997 to August 1999,
Mr. Levi served as a purchasing agent for ATTI. Since May 1998, Mr. Levi has
served as President of ICS Systems, Inc. ("ICS Systems"), a computer software
company specializing in operating systems and electronic drivers for automatic
test equipment. From 1994 to 1997, Mr. Levi was a student at the University of
Michigan where he received a degree in history.
3
<PAGE> 6
Hector M. Gavilla has served as a director of the Company since the Merger
in July 1999, and served as President of ATTI since 1998. He is also currently
serving as the CEO of ATTI. Since 1994, Mr. Gavilla has been Vice President and
Secretary of each of ICS and VillageNet and has served as an executive officer
of the following companies: European Testing Technologies, Ltd., ATTI Europe,
ATTI International Development, Inc., Automated Computer Systems, Inc. and ICS
Systems.
Moshe Schwartz has been a director of the Company since March 2000. Mr.
Schwartz is currently an independent investment banking consultant. From July
1998 through February 2000, he served as a Vice President at KCSA Public
Relations. Mr. Schwartz received his J.D. in 1995 from the Cardozo School of Law
and from 1995 through 1998 was an Assistant District Attorney in Kings County,
New York.
Dr. Steven Levi has been a director of the Company since March 2000. Dr.
Levi received his M.D. in 1995 from Pittsburgh University and is currently a
practicing physician in the field of internal medicine at Jefferson Memorial
Hospital in Philadelphia, PA. From 1995 to 1998, Dr. Levi served as the director
of new development for ICS Systems. David A. Levi and Dr. Steven Levi are
brothers.
The Company's board of directors is elected at each annual meeting of the
Company's shareholders. Each director holds office until his successor is duly
elected and qualified or until his or her earlier resignation or removal. In
March 1996, the Company's predecessor adopted a 1996 Performance Equity Plan,
which provides, in part, that on March 31 of each calendar year such plan is in
effect, each of the Company's directors are automatically awarded ten year
options to purchase 2,000 shares of common stock at an exercise price which is
the fair market value of the Company's common stock on such March 31. All of
such options are immediately exercisable as of the date of grant. Other than the
foregoing, the Company's directors do not receive any fees or other compensation
in connection with their services as directors.
EXECUTIVE OFFICERS
Officers are elected annually by the Board of Directors and serve at the
direction of the Board of Directors. Two of the Company's executive officers,
Peter J. Keenan and David A. Levi, are also directors of the Company.
Information with regard to such persons is set forth above under the heading
"Nominees."
The remaining executive officers are Robert Appel, the Company's Chief
Executive Officer, and Mr. Edilberto R. Enriquez, the Company's Treasurer and
Chief Executive Officer.
Robert Appel, age 28, has served as CEO of the Company since March 2000.
From June 1999 to March 2000, Mr. Appel served as an internal management
consultant with Donaldson, Lufkin & Jenrette, Pershing Division. From September
1998 to May 1999, Mr. Appel attended New York University, Stern School of
Business and received his masters degree in business administration. From
February 1998 to August 1998, Mr. Appel served as Vice President of Brean Murray
& Co. and from 1994 through 1998, he was an assistant portfolio manager for
Shufro, Rose & Ehrman.
Edilberto R. Enriquez, age 40, has been employed as Treasurer and Chief
Financial Officer of the Company since the Merger in July 1999 and served as the
controller of ICS since March 1999. From December 1997 to March 1999, Mr.
Enriquez was employed as an accounting manager for IHC Services, Inc., an
exporting company. From 1991 to October 1997, Mr. Enriquez was a senior
accountant at Linotype-Hell Company, a manufacturing company.
THE COMMITTEES
The Board of Directors does not have a Compensation, Audit or Nominating
Committee, and the usual functions of such committees are performed by the
entire Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is the debtor under a note dated August 1, 1996 to Advanced
Testing Technologies, Inc. ("ATTI"). Eli Levi, a principal shareholder of the
Company and father of David A. Levi and Dr. Steven Levi, directors of the
Company, is the Executive Vice President and COO of ATTI; Roberta Levi, Eli
Levi's wife,
4
<PAGE> 7
David A. Levi's and Dr. Steven Levi's mother and a principal shareholder of the
Company, is a shareholder of ATTI; and Hector M. Gavilla, a principal
shareholder and director of the Company, is the President, CEO and a shareholder
of ATTI. The outstanding principal balance of such note as of September 30, 2000
was $176,651, which bears interest at a rate of five percent per annum.
Principal and interest payments began to become due on a quarterly basis on
August 1, 1997. Quarterly payments are scheduled to be $2,000. This note is due
and payable on May 1, 2002. As of September 30, 2000, no payments had been made
on the note, and interest of $40,015.13 has accrued thereon. In addition, the
Company has received from ATTI working capital advances amounting to
$358,000.00. No interest has been accrued on these advances. These loans have
been subordinated to the Company's bank credit line.
The Company guaranteed a $100,000 interest-free loan payable by Mr. Keenan
to the former stockholders of ICS. No payments have been made under such loan to
date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of the Company's knowledge, all Forms 3, 4 and 5 required to be
filed during the year ended December 31, 1999 were timely filed.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities awarded to, earned by or paid to the Company's Chief
Executive Officers in the prior three completed fiscal years. There are no other
executive officers whose compensation exceeded $100,000 in the year ended
December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION ($)
--------------------------- ---- -------- ----------------
<S> <C> <C> <C>
Peter J. Keenan(1)........................................ 1999 $ 97,981 --
Chairman of the Board and President 1998 109,367 --
1997 108,704 --
Mark Weinreb(2)........................................... 1999 105,968 $ 22,500(3)
Chairman of the Board, Chief Executive 1998 192,550 178,750(4)
Officer and Secretary 1997 185,696 --
</TABLE>
---------------
(1) Mr. Keenan was appointed Chairman of the Board and President upon the
consummation of the Merger (July 1, 1999). The compensation reflected herein
for all periods prior thereto was for services rendered to ICS.
(2) Mr. Weinreb served in such capacity until the consummation of the Merger
(July 1, 1999).
(3) The Company retained Mr. Weinreb as a consultant immediately following the
Merger for a period of 16 weeks, for which he was paid a total of $22,500 in
consulting fees.
(4) Prior to the Merger, Mr. Weinreb was granted 125,000 shares of the Company's
Common Stock pursuant to the Company's 1998 Performance Equity Plan. The
market value of such shares at their time of grant was $1.43 per share, or
$178,750 in the aggregate.
The Company's Executive Officers, named above, routinely received other
benefits from the Company, the amounts of which are customary in the industry.
The Company has concluded, after reasonable inquiry, that the aggregate amounts
of such benefits during the year ended December 31, 1999 did not exceed 10% of
the compensation set forth above as to the named individuals.
5
<PAGE> 8
EMPLOYMENT AGREEMENTS
In August 1996, ICS entered into an employment agreement with Mr. Peter
Keenan. The employment agreement provides for employment on a full-time basis
and contains provisions that Mr. Keenan will not compete or engage in a business
competitive with the Company's current or anticipated business until eighteen
months after the termination of his employment agreement. Pursuant to the
employment agreement, the Company pays Mr. Keenan a base salary of $100,000 per
annum.
1996 PERFORMANCE EQUITY PLAN
In March 1996, the Company's predecessor adopted the 1996 Performance
Equity Plan (the 1996 Plan). The 1996 Plan is administered by the Company's
Board of Directors which determines the person (other than directors) to whom
awards will be granted, the number of awards to be granted, and the specific
terms of each grant subject to the provisions of the 1996 Plan.
Awards consist of stock options (both non-qualified options and options
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended), restricted stock awards, deferred stock
awards, stock appreciation rights and other stock-based awards, as described in
the 1996 Plan.
On March 31 of each calendar year during the term of the 1996 Plan, each of
the Company's directors are automatically awarded ten year options to purchase
2,000 shares of common stock at an exercise price which is the fair market value
of the Company's common stock on such March 31. All of such options are
immediately exercisable as of the date of grant.
Of the 70,000 shares for which options can be granted under the 1996 Plan,
9,988 shares were issued upon the exercise of options granted, 41,780 shares are
reserved for issuance upon exercise of outstanding options at exercise prices
ranging from $0.9375 to $42.50 per share and 18,232 shares are currently
reserved for options to be granted in the future.
1998 PERFORMANCE EQUITY PLAN
In 1998, the Company's predecessor adopted a 1998 Performance Equity Plan
(the "1998 Plan"). The 1998 Plan is administered by the Company's Board of
Directors or a committee appointed by the Company's Board. Options to purchase
up to 400,000 shares of the Company's common stock may be granted under the 1998
Plan. The Company has already granted options to purchase 100,000 shares
exercisable at $1.00 per share under the 1998 Plan. In addition 125,000 shares
of common stock were issued to Mark Weinreb under the 1998 Plan in connection
with his severance of employment with the Company (see "Executive
Compensation").
PROPOSAL TO RATIFY THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
The Board of Directors of the Company has selected the firm of Laurence
Rothblatt & Co. ("Rothblatt"), independent certified public accountants, to
serve as the principal independent auditors of the Company for the current
fiscal year, subject to ratification by the stockholders.
On December 30, 1999, the Company dismissed its independent accountant,
Richard A. Eisner & Company, LLP ("RAE"). None of RAE's reports on the financial
statements during the past two fiscal years contained an adverse opinion or
disclaimer of opinion, or were modified as to audit scope or accounting
principals. The report issued by RAE on the Company's Form 10-KSB for the year
ended December 31, 1998 contained an explanatory paragraph regarding the
Company's ability to continue as a going concern. During the Company's
engagement of RAE, there were no disagreements with RAE on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to RAE's satisfaction
would have caused RAE to make reference to the subject matter of the
disagreement in connection with its report. The Company requested that RAE
furnish it with a letter
6
<PAGE> 9
addressed to the U.S. Securities and Exchange Commission stating whether RAE
agrees with the above statements. A copy of that letter was filed with the SEC.
On December 30, 1999, the Company engaged Rothblatt to serve as the
Company's independent accountant and auditor for future periods. The Company's
dismissal of RAE and the engagement of Rothblatt was approved and ratified by
the Company's Board of Directors. The Company does not have an audit committee.
Prior to December 30, 1999, Rothblatt had served as the independent auditor for
VillageNet. Except for consultation with matters relating to VillageNet, during
the Company's two most recent fiscal years and the subsequent interim period
preceding its engagement of Rothblatt, neither the Company nor anyone on its
behalf had consulted with Rothblatt regarding the application of accounting
principles to a specific or contemplated transaction, or the type of audit
opinion that might be rendered on the Company's financial statements, and no
written or oral advice was provided to the Company that was an important factor
considered by the Company's Board of Directors in reaching a decision as to any
accounting, auditing or financial reporting issue.
If the appointment of the firm of Laurence Rothblatt & Co. is not approved
or if that firm shall decline to act or their employment is otherwise
discontinued, the Board of Directors will appoint other independent auditors.
Representatives of Rothblatt are expected to be present at the Annual Meeting,
will have the opportunity to make a brief statement at the Annual Meeting, if
they so desire, and will be available to answer appropriate questions from the
Company's stockholders.
BOARD RECOMMENDATIONS
The Board of Directors believes that the approval of the foregoing two
proposals are in the best interests of the Company and its stockholders and
therefore recommends that the stockholders vote FOR such proposals.
2002 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by the Company at its executive offices
in New York, New York not later than October 4, 2001 for inclusion in the proxy
statement for that meeting.
OTHER MATTERS
Management does not know of any other matters which may come before the
Annual Meeting. However, if any other matters are properly presented at the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their judgment on such
matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile, mail and personal interviews, and the Company reserves the
right to compensate outside agencies for the purpose of soliciting proxies.
Brokers, custodians and fiduciaries will be
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<PAGE> 10
requested to forward proxy soliciting material to the owners of shares held in
their names and the Company will reimburse them for out-of-pocket expenses
incurred on behalf of the Company.
By Order of the Board of Directors,
David A. Levi
Secretary
January 5, 2001
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS WHO ATTEND
THE ANNUAL MEETING MAY VOTE THEIR SHARES PERSONALLY, EVEN THOUGH THEY HAVE SENT
IN THEIR PROXIES.
8
<PAGE> 11
PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 1, 2001
VILLAGEWORLD.COM, INC.
This proxy is solicited by the Board of Directors of the Company.
Know all men by these presents, that the undersigned hereby constitutes and
appoints Peter Keenan and David A. Levi true and lawful attorneys, agents and
proxies of the undersigned, with full power of substitution, to represent and
vote with respect to all of the shares of the common stock of VillageWorld.com,
Inc., standing in the name of the undersigned at the close of business on
December 18, 2000, at the Annual Meeting of Stockholders of the Company to be
held on February 1, 2001, at the offices of counsel to the Company, Feder,
Kaszovitz, Isaacson, Weber, Skala & Bass, LLP, 750 Lexington Avenue, 23rd Floor,
New York, New York 10022, at 11:00 a.m. New York time, and at any and all
adjournments thereof, with all the powers that the undersigned would possess if
personally present, and especially (but without limiting the general
authorization and power hereby given) to vote as follows.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Directors. Nominees are:
Peter Keenan / / FOR / / WITHHOLD
David A. Levi / / FOR / / WITHHOLD
Hector M. Gavilla / / FOR / / WITHHOLD
Moshe Schwartz / / FOR / / WITHHOLD
Dr. Steven Levi / / FOR / / WITHHOLD
(Continued and to be signed and dated on the reverse side)
<PAGE> 12
(Continued from other side)
2. Approval of appointment of Laurence Rothblatt & Co. as the Company's
auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion upon such other measures as may properly come before
the meeting, hereby ratifying and confirming all that said proxy may
lawfully do or cause to be done by virtue hereof and hereby revoking all
proxies heretofore given by the undersigned to vote at said meeting or any
adjournments thereof.
/ / FOR / / AGAINST / / ABSTAIN
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER INDICATED, AND
IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED, WILL BE VOTED FOR ALL
PROPOSALS LISTED ABOVE.
MARK HERE IF YOU PLAN
TO ATTEND THE MEETING / /
Dated: ___________________________ , 2001
____________________________________________________
Signature of Stockholder(s)
____________________________________________________
Signature of Stockholder(s)
IMPORTANT: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
ARE PRINTED HERE. EXECUTORS, ADMINISTRATORS,
TRUSTEES AND OTHER PERSONS SIGNING IN A
REPRESENTATIVE CAPACITY SHOULD GIVE FULL TITLE.
