TWIN FACES EAST
ENTERTAINMENT CORPORATION
1850 E. Flamingo Rd #111-A
Las Vegas, NV 89119
Telephone (702) 866-5858
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 22, 1999
TO THE SHAREHOLDERS OF TWIN FACES EAST
ENTERTAINMENT CORPORATION
The annual meeting of the shareholders of Twin Faces East
Entertainment Corporation will be held at the Greystone Office Complex
Conference Room, 1850 E. Flamingo Road, Suite 115, Las Vegas, Nevada, on
October 22, 1999, at 10:00 a.m. Pacific Time, for the following purposes.
1. To elect current Board of Directors to serve until the next annual
meeting and until their successors are elected and qualified; and,
2.To reaffirm Grobstein, Horwath & Company LLP as auditors for the
next year.
3.To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Shareholders of record at the close of business on September 1, 1999,
are entitled to notice of and to vote at the meeting. The Company's proxy
statement accompany this notice.
All shareholders are invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING
IN PERSON, PLEASE SIGN THE ENCLOSED PROXY CARD AND
RETURN IT AS SOON AS POSSIBLE.
By Order of the Board of Directors,
Michael Smolanoff
President
September 22, 1999
<PAGE>
TWIN FACES EAST
ENTERTAINMENT CORPORATION
1850 E. Flamingo Rd, #111-A
Las Vegas, NV 89119
Telephone (702) 866-5858
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held October 22, 1999
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Twin Faces East Entertainment Corporation (the
"Company") of proxies for use at the annual meeting of the shareholders of
the Company, or any adjournments thereof. The meeting will be held at the
Greystone Office Complex Conference Room, 1850 E. Flamingo Rd, Suite 115,
Las Vegas, Nevada, on October 22, 1999, at 10:00 a.m. Pacific Time, to
elect the Current Board of Directors to serve until the next annual meeting
and until their successors are elected and qualified and to reaffirm
Grobstein, Horwath & Company LLP as auditors for the next year.
Management knows of no other business that may properly come before
the meeting. The above matter requires for its approval the affirmative
vote of a majority of the shares represented at a meeting at which a quorum
is present.
SOLICITATION OF PROXIES
Enclosed is a proxy card for use in voting shares of Common Stock in
the Company by proxy at the annual meeting of shareholders. Unless
otherwise indicated on the proxy, shares represented at the meeting by a
properly executed proxy, received by the Company in advance of the meeting,
will be voted for each of the nominees for Director shown on the proxy
card. Where a shareholder specifies on a proxy how the shares represented
by the proxy are to be voted, the shares will be voted in accordance with
the specifications made. Any proxy given by a shareholder may be revoked
by the shareholder at any time prior to its use by filing a written
revocation with the Secretary of the Company, by filing a proxy, duly
executed, with the Secretary of the Company bearing a later date, or by
attending the meeting and voting in person. Attendance at the meeting, in
and of itself, will not constitute revocation of a previously submitted
proxy.
VOTING SECURITIES
The securities entitled to vote at the meeting consist of shares of
Common Stock of the Company, par value $0.001. Each share of Common Stock
is entitled to one vote. Only shareholders of record at the close of
business on September 1, 1999, are entitled to notice of and to vote at the
meeting and any adjournment thereof. The number of outstanding shares at
the close of business on September 1, 1999, was 4,295,689 held by
approximately 100 shareholders.
This Proxy Statement is being mailed to shareholders beginning
September 22, 1999.
<PAGE>
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of September 1, 1999, Common Stock
ownership of (1) the directors of the Company, (2) the only persons known
to management to be the beneficial owners of more than five percent of the
Common Stock of the Company, and (3) the Company's directors and officers
as a group:
<TABLE>
Amount and Options
Nature of or Other
Title of Name and Address Beneficial Percent Beneficial
Class of Beneficial Owner(1) Ownership of Class Owners(2)(3)
<S> <C> <C> <C> <C>
Common Michael Smolanoff 1,304,000 30%
121 Red Hill Rd
Holmdel, NJ 07733
Common Stanley L. Teeple 1,328,000 31% 200,000
8112 S Farm Brook Way (Options)
Sandy, UT 84093
Common Bruce M. Taffet 74,000 2% 50,000
(Options)
Common Dr. Hyman Shwarzberg 74,000 2% 50,000
(Options)
Common Directors and Officers ---------- ------- -----------
as a group 2,780,000 65% 300,000
</TABLE>
(1)Addresses are furnished only for those beneficial owners of 5% or more
of the Company's Common Stock.
(2)All beneficial owners have sole voting and investment power over all of
the shares they own, except as indicated in column five and these
footnotes. As to the amounts indicated in column five, "option" shares
represent shares, which the shareholder may acquire.
(3)The amounts in column three include the amounts in column five.
ELECTION OF DIRECTORS
The directors are to be elected to the Board of Directors for one year
to serve until the 2000 annual meeting of shareholders and until their
successors are elected and qualified.
If one or more of the nominees should at the time of the meeting be
unable or unwilling to serve, the shareholders may vote for other nominees
and for any substitute nominee or nominees designated by the Board of
Directors. None of the Directors knows of any reason why the nominees
named would be unavailable to serve. The following table sets forth
information regarding each nominee.
<TABLE>
All Positions Years Served
and Offices as Director
Name With TFAC Age Of the Company
<S> <C> <C> <C>
Michael Smolanoff President & Director 58 2
Stanley L. Teeple Secretary/Treasurer
& Director 50 2
Bruce M. Taffet Director 51 2
Dr. Hyman Shwarzberg Director 33 2
</TABLE>
<PAGE>
BOARD OF DIRECTORS MEETINGS
Board Meetings
The Board of Directors met four times during the fiscal year ended
December 31, 1998. The Board does not have an audit, a compensation nor a
nominating committee.
IDENTIFICATION OF EXECUTIVE OFFICERS
The Company's executive officers are elected annually at the first
meeting of the Board of Directors following each annual shareholders
meeting. The Company's executive officers as of September 1, 1999 were as
follows:
<TABLE>
Name Age Position
<S> <C> <C>
Michael Smonlanoff 58 President
Stanley L. Teeple 50 Secretary/Treasurer
</TABLE>
Summary Compensation
The compensation which the Company accrued or paid to the Officers for
services in all capacities and for the fiscal years indicated, was as
follows:
<TABLE>
Accumulative
Name and Principal Position Year Paid Accrual Other
<S> <C> <C> <C> <C>
Michael Smonlanoff, President 1998 $0 $64,000
1999 $50,376 $13,624
Stanley L. Teeple, Secretary/Treasurer 1998 $0 $68,800
1999 $50,376 $18,424
</TABLE>
Insider Participation in Compensation Decisions
The Company has no separate Compensation Committee; the entire Board of
Directors makes decisions regarding executive compensation. Two of the
directors are officers of the Company. Michael Smolanoff is the President
and a director and Stanley L. Teeple is the Secretary/Treasurer and a
Director. Both of them participated in deliberations of the Company's
Board of Directors concerning executive officer compensation.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with respect to the
specific relationship of corporate performance to executive compensation.
The Board has set executive compensation at what the Board considered to be
the minimal levels necessary to retain and compensate the officers of the
company for their activities on the Company's behalf.
Michael Smolanoff
Stanley L. Teeple
Bruce M. Taffet
Dr. Hyman Shwarzberg
<PAGE>
1998 STOCK OPTION PLAN
The Company has a 1998 Stock Option Plan (the "SOP"). The SOP is
administered by a committee. Eligible participants include the Company's
employees, officers, directors, consultants and independent contractors of
the Corporation. The numbers and terms of the options granted to each
participant are determined by the committee. There are an aggregate of
500,000 shares of the Company's Common Stock available for the granting of
options under the SOP. The option price per share may not be less than
eighty-five percent (85%) of fair market value per share on the date of the
grant of the option.
SELECTION OF AUDITORS
The Board of Directors selected Grobstein, Horwath & Company LLP, as the
independent auditor to examine the Company's financial statements for the
fiscal year ended December 31, 1999.
PROPOSALS OF SHAREHOLDERS FOR 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2000 annual
shareholders' meeting must be received by the Corporate Secretary, Twin
Faces East Entertainment Corporation, 1850 E. Flamingo Road, #111-A, Las
Vegas, Nevada, prior to July 1, 2000.
OTHER MATTERS
Management knows of no other matters that are likely to be brought
before the meeting.
EXPENSES OF PROXY SOLICITATION
The principal solicitation of proxies will be made by mail. However,
certain officers of the Company, none of whom will be compensated therefor,
may solicit proxies by letter, telephone or personal solicitation.
Expenses of distributing this Proxy Statement to shareholders, which may
include reimbursements to banks, brokers and other custodians for their
expenses in forwarding this Proxy Statement, will be borne exclusively by
the Company.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
Stanley L. Teeple
Secretary
<PAGE>
TWIN FACES EAST
ENTERTAINMENT CORPORATION
PROXY
Annual Meeting of Shareholders
October 22, 1999
The undersigned appoints The Board of Directors of Twin Faces East
Entertainment Corporation with full power of substitution, the attorney and
proxy of the undersigned, to attend the annual meeting of shareholders of
Twin Faces East Entertainment Corporation, to be held October 22, 1999,
beginning at 10:00 a.m., Pacific Time, at the Greystone Office Complex
Conference Room located at 1850 E. Flamingo Rd, #115, Las Vegas, Nevada and
at any adjournment thereof, and to vote the stock the undersigned would be
entitled to vote if personally present, on all matters set forth in the
Proxy Statement to Shareholders dated September 1, 1999, a copy of which
has been received by the undersigned, as follows:
1. Vote ______ Withhold Vote _____
for the election of the following four nominees as directors of the
Company, to serve until the next annual meeting and until their successors
are elected and qualify: Dr. Michael Smolanoff, Stanley L. Teeple, Bruce M.
Taffet and Dr. Hyman Shwarzberg. Please indicate the names of those for
whom you are withholding your vote:
------------------------------------------
2. In his discretion, upon any other matter that may properly come before
the meeting or any adjournment hereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ABOVE.
IN THE ABSENCE OF SUCH INDICATIONS, THIS PROXY, IF OTHERWISE DULY EXECUTED,
WILL BE VOTED FOR EACH OF THE MATTERS SET FORTH ABOVE.
Date __________________, 1999 Number of Shares ___________
Please sign exactly as
your name appears on
your stock certificate(s). ___________________________________
If your stock is issued in Signature
the names of two or more Print Name Here:___________________
persons, all of them must
sign this proxy. If signing
in representative capacity,
please indicate your title. ___________________________________
Signature
Print Name Here:___________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO OCTOBER 18, 1999.
