THE REGENCY GROUP LIMITED, INC.
7373 East Doubletree Ranch Road, Suite 200
Scottsdale, AZ 85258
Telephone (480) 767-6178
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
May 30, 2000
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TO THE SHAREHOLDERS OF
THE REGENCY GROUP LIMITED, INC.
The special meeting of the stockholders of The Regency Group Limited,
Inc. will be held at the Company's Corporate Offices, 7373 East Doubletree
Ranch Road, Suite 200, Scottsdale, Arizona, on May 30, 2000, at 2:00 p.m.
Mountain Time, for the following purposes.
1. To Change the Company's name to Regency Group Limited; and,
2. 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 April 28, 2000, are
entitled to notice of and to vote at the meeting. The Company's proxy
statement accompany this notice.
All stockholders 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/ Roberto Filice
Roberto Filice
President
May 15, 2000
<PAGE>
THE REGENCY GROUP LIMITED, INC.
7373 East Doubletree Ranch Road, Suite 200
Scottsdale, AZ 85258
Telephone (480) 767-6178
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PROXY STATEMENT
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For the Special Meeting of Shareholders
to be held May 30,2000
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The Regency Group Limited, Inc. (the "Company") of
proxies for use at the special meeting of the stockholders of the Company, or
any adjournments thereof. The meeting will be held at the Company's
Corporate Offices, 7373 East Doubletree Ranch Road, Suite 200, Scottsdale,
Arizona, on May 30, 2000, at 2:00 p.m. Mountain Time, to change the Company's
name to Regency Group Limited.
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 special meeting of stockholders. 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. Where a stockholders 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 stockholders may be revoked by the
stockholders 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 stockholders of record at the close of business
on April 28, 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 April 28, 2000, was 23,306,500 held by approximately 100
stockholders.
This Proxy Statement is being mailed to stockholders beginning May 15,
2000
<PAGE>
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of April 28, 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 (5%) of the
Common Stock of the Company, and (3) the Company's directors and officers as
a group:
<TABLE>
Amount and Options
Title Nature of Percent or Other
of Name and Address Beneficial of Beneficial
Class of Beneficial Owner(1) Ownership Class Owners(2)(3)
<S> <C> <C> <C> <C>
Common Roberto Filice* 2,000,000 9% 1,000
7373 E. Doubletree Rd #200 Preferred Shares
Scottsdale, AZ 85258 Convertible at
1:1000
Common Ralph Massetti* 2,000,000 9% 1,000
7373 E. Doubletree Rd #200 Preferred Shares
Scottsdale, AZ 85258 Convertible at
1:1000
Lolita Prescod 0 0
7373 E. Doubletree Rd #200
Scottsdale, AZ 85258
Common Baron Systems Limited 10,200,000 44% 5,600
1177 West Hastings St Preferred Shares
Vancouver, BC, Canada Convertible at
1:1000
Common Terry Neild 3,200,000 14% 1,600
13663 E Windrose Dr Preferred Shares
Scottsdale, AZ Convertible at
1:1000
Common Charles Neild 3,200,000 14% 1,600
14266-32nd Ave Preferred Shares
White Rock, BC Canada Convertible at
1:1000
Kurt Waber 3,200,000 14% 1,600
12840-16th Ave Preferred Shares
White Rock, BC Canada Convertible at
1:1000
------------------------------------------
Common Directors and Officers
as a group* 4,000,000 17%
</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 stockholders may acquire.
(3) The amounts in column three include the amounts in column five.
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 stockholders, 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/ Lolota Prescod
Lolita Prescod
Secretary
<PAGE>
THE REGENCY GROUP LIMITED, INC.
PROXY
Special Meeting of Stockholders
May 30,2000
The undersigned appoints The Board of Directors of The Regency Group Limited,
Inc with full power of substitution, the attorney and proxy of the
undersigned, to attend the annual meeting of stockholders of The Regency
Group Limited, Inc., to be held May 30, 2000, beginning at 2:00 p.m.,
Mountain Time, at the Company's Corporate Offices, 7373 East Doubletree Ranch
Road, Suite 200, Scottsdale, Arizona 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 Stockholders
dated April 28, 2000, a copy of which has been received by the undersigned,
as follows:
1. Vote ___ Withhold Vote ___
to change the Company's name to REGENCY GROUP LIMITED.
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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 MAY 30, 2000.
