TWIN FACES EAST
ENTERTAINMENT CORPORATION
94 Arthur Hills Court
Henderson, NV 89014
Telephone (702) 617-8836
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 6, 2000
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 November 6, 2000, 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 October 1, 2000, 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,
/s/ Michael Smolanoff
Michael Smolanoff
President
October 5, 2000
<PAGE>
TWIN FACES EAST
ENTERTAINMENT CORPORATION
94 Arthur Hills Court
Henderson, NV 89014
Telephone (702) 617-8836
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held November 6, 2000
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 November 6, 2000, 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 October 1, 2000, 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 October 1, 2000, was 4,617,349 held by approximately 100
shareholders.
This Proxy Statement is being mailed to shareholders beginning October
5, 2000.
<PAGE>
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of October 1, 2000, 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 1,427,500 31% 200,000
121 Red Hill Rd (options)
Holmdel, NJ 07733
Common Stanley L. Teeple 1,300,500 28% 200,000
94 Arthur Hills Court (options)
Henderson, NV 89014
Common Bruce M. Taffet 199,000 4% 50,000
(options)
Common Dr. Hyman Shwarzberg 74,000 2% 50,000
(options)
Common Universal Holdings Group 275,000 6%
Inc
405 Central Ave
Cedarhurst, NY 11516
Common Directors and Officers 3,001,000 65% 500,000
as a group
</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 2001 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 3
Stanley L. Teeple Secretary/Treasurer & Director 51 3
Bruce M. Taffet Director 53 3
Dr. Hyman Shwarzberg Director 34 3
</TABLE>
<PAGE>
BOARD OF DIRECTORS MEETINGS
Board Meetings
The Board of Directors met five times during the fiscal year ended
December 31, 1999. 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 October 1, 2000 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, 1998 $0 $64,000
President
1999 $50,376 $77,624
2000 $0 $124,800
Stanley L. Teeple, 1998 $0 $68,800
Secretary/Treasurer
1999 $50,376 $87,224
2000 $0 $124,800
</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>
2000 STOCK OPTION PLAN
The Company has a 2000 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
600,000 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, 2000.
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, 94 Arthur Hills Court, Henderson, Nevada,
prior to July 1, 2001.
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 at the expense
of the Company. 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.
/s/ Stanley Teeple
Stanley L. Teeple
Secretary
<PAGE>
TWIN FACES EAST
ENTERTAINMENT CORPORATION
PROXY
Annual Meeting of Shareholders
November 6, 2000
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 November 6, 2000,
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 October 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 ___________________, 2000 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 NOVEMBER 1, 2000.
