SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Check the appropriate box:
_X_ Preliminary Information Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
___ Definitive Information Statement
MUSIC TONES LTD.
(Name of Registrant as Specified in Its Charter)
<PAGE>
PRELIMINARY COPY
MUSIC TONES LTD.
430 Ansin Boulevard, Suite G
Hallandale, Florida 33009
____________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 1997
____________________________________________
Notice is hereby given that a Special Meeting of Shareholders of Music
Tones Ltd. will be held on Friday, March 28, 1997, at 9:00 a.m., Mountain
Time, at the offices of Krys Boyle Freedman Scott & Sawyer, P.C., Suite 2700
South Tower, 600 17th Street, Denver, Colorado 80202, to consider the
following matters:
1. An amendment to the Company's Articles of Incorporation to change
the name of the Company to "Simplex Medical Systems, Inc."
2. The transaction of such other business as may properly come before
the meeting or at any adjournment or adjournments thereof.
Said meeting may be adjourned from time to time without notice other
than by announcement at said meeting, or at any adjournment thereof, and any
and all business for which said meeting is hereby noticed may be transacted at
any such adjournment.
Only holders of the Company's $.0001 par value common stock of record at
the close of business on March 14, 1997, will be entitled to notice of and to
vote at the meeting and at any adjournment or adjournments thereof.
You are cordially invited to attend the meeting in person. If you
cannot attend, we are not requesting that you return a proxy to us.
BY ORDER OF THE BOARD OF DIRECTORS
Richard Lucibella, President
Hallandale, Florida
March 17, 1997
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MUSIC TONES LTD.
430 Ansin Boulevard, Suite G
Hallandale, Florida 33009
_____________________________
INFORMATION STATEMENT
_____________________________
SPECIAL MEETING OF SHAREHOLDERS
MARCH 28, 1997
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
_____________________________________________
The Information Statement will be first sent or given to shareholders on
or about March 17, 1997, in connection with the Special Meeting of
Shareholders to be held at the offices of Krys Boyle Freedman Scott & Sawyer,
P.C., Suite 2700 South Tower, 600 17th Street, Denver, Colorado 80202, on
March 28, 1997, at 9:00 a.m., Mountain Time (the "Special Meeting"). The
purposes of the Special Meeting are stated in the Notice of Special Meeting.
The securities entitled to vote at the Special Meeting consist of all of
the issued and outstanding shares of the Company's $.0001 par value common
stock (the "Common Stock"). The close of business on March 14, 1997 has been
fixed by the Board of Directors of the Company as the record date. Only
shareholders of record as of the record date may vote at the Special Meeting.
As of the record date, there were 7,500,000 shares of Common Stock issued and
outstanding.
Each shareholder of record as of the record date will be entitled to one
vote for each share of Common Stock held as of the record date. Cumulative
voting is not permitted. The presence at the Special Meeting of the holders
of a majority of the number of shares of the Common Stock outstanding as of
the record date will constitute a quorum for transacting business.
The affirmative votes of the holders of the following number of shares
of Common Stock entitled to vote are required for the following designated
actions:
Actions to be Taken Vote Required
---------------------- ------------------
Approval of Amendment Majority of Common
to Articles of Incor- Stock Outstanding
poration to change the
name to "Simplex
Medical Systems, Inc."
The affirmative vote of the majority of the shares represented at the
Special Meeting will be required to approve any other matters that may come
before the Special Meeting. The Officer, Directors and certain principal
shareholders of the Company hold shares of Common Stock representing
approximately 25.6% of the shares entitled to vote at the Special Meeting, and
have indicated that they will vote for the approval of the proposal.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 6, 1997, as to the
shares of the Common Stock beneficially owned by each person who is the
beneficial owner of five percent (5%) or more of the Company's Common Stock,
each Director of the Company, and all of the Company's Directors and Executive
Officers as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owners Beneficial Ownership of Class
-------------------- -------------------- --------
<S> <C> <C>
Henry B. Schur 1,042,500<1> 13.9%
2160 Poinciana Drive
Hallandale, FL 33009
Nicholas G. Levandoski -0- -0-
430 Ansin Boulevard, Suite G
Hallandale, FL 33009
John E. Trafton 878,000 11.7%
285 Sunrise Drive, Apt 16
Key Biscayne, FL 33149
All Directors and Officers 1,920,500<1> 25.6%
of the Company (4 Persons)
________________
<FN>
<FN1>
Includes 862,500 share held of record by Mr. Schur's wife, 80,000 shares held
by Mr. Schur's daughter and 100,000 shares held in trust for Mr. Schur's
daughter.
</FN>
</TABLE>
AMENDMENT TO ARTICLES OF INCORPORATION CONCERNING NAME CHANGE
The Company's Board of Directors has approved an amendment to the
Company's Articles of Incorporation to change the Company's name to Simplex
Medical Systems, Inc. This change is being proposed to reflect the Company's
recent acquisition of the Florida corporation named Simplex Medical Systems,
Inc.
VOTING AND BOARD OF DIRECTORS RECOMMENDATIONS
An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed amendment to the Company's Articles of
Incorporation.
The Board of Directors recommends approval of the amendment.
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined the date on which the next
annual meeting of the shareholders will be held. Any proposal by a
shareholder intended to be presented at the Company's next annual meeting of
shareholders must be received at the offices of the Company a reasonable
amount of time prior to the date on which the information or proxy statement
for that meeting are mailed to shareholders in order to be included in the
Company's information or proxy statement relating to that meeting.
OTHER BUSINESS
As of the date of this Information Statement, management of the Company
was not aware of any other matter to be presented at the Meeting other than as
set forth herein. A majority vote of the shares represented at the Meeting is
necessary to approve any such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Richard Lucibella, President
Hallandale, Forida
March 17, 1997
