PCG MEDIA, INC.
525 South 300 East
Salt Lake City, Utah 84111
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February 8, 2000
TO THE SHAREHOLDERS OF PCG MEDIA, INC.
A special meeting of the shareholders of PCG Media, Inc. will be held
at the Greystone Office Complex Conference Room, 1850 E. Flamingo Road,
Suite 115, Las Vegas, Nevada, on February 8, 2000, at 10:00 a.m. Pacific
Time, for the following purposes.
1. To approve a Plan of Merger with Home Gambling Network, Inc. and,
2. Amend the Articles of Incorporation and By-laws of PCG Media, Inc.
3. Change the name of PCG Media, Inc. to i2corp.com.
4. Approve new Board of Directors pursuant to the Agreement and Plan of
Merger
5. Approve the Incentive Stock Option Plan
6. 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 January 26, 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/ John Peters
John W. Peters
President
January 28, 2000
<PAGE>
PROXY STATEMENT MEMORANDUM
CONFIDENTIAL
January 26, 2000
SPECIAL MEETING OF STOCKHOLDERS
OF
PCG MEDIA, INC.
(To be held February 8, 2000)
PCG MEDIA, INC./HOME GAMBLING NETWORK, INC.
Stock for Stock Exchange Reorganization
IRC 368
_________________________
PROXY STATEMENT MEMORANDUM
The shares of Common Stock of Home Gambling Network, Inc. ("HGN"),
(the "HGN Shares"), are being exchanged into 24,000,000 shares of Common
Stock of PCG Media, Inc. ("PCG") (the "Company") at an exchange price of
Three Dollars ($3.00) per share of Common Stock, (the "Shares"). The Common
Stock of PCG Media, Inc. is traded Over The Counter ("OTC") under the
symbol "PCGM". Immediately after the Merger there will be 30,000,000 shares
of Common Stock of PCG issued and outstanding. 20% of the issued and
outstanding shares will remain with the existing stockholders of PCG; 80%
of the issued and outstanding shares will be newly issued to the
stockholders of HGN.
_________________________
This Proxy Statement Memorandum is being furnished to the holders of
the common stock, $.001 par value ("PCG's Common Stock"), of PCG, a Nevada
corporation, in connection with the solicitation of proxies by the board of
directors of PCG for use at a special meeting of stockholders of PCG to
consider and vote upon approval of a merger agreement dated January 18,
2000, ("Merger Agreement") among PCG Media, Inc. a Nevada Corporation, PCG
Subsidiary, Inc., a Nevada corporation ("Merger Subsidiary") and Home
Gambling Network, Inc., a Nevada corporation ("HGN") providing for the
merger (the "Merger") of HGN into Merger Subsidiary. If the proposed Merger
is consummated; HGN stockholders ("HGN Stockholders"), as hereinafter
defined, of HGN will be entitled to receive 24 shares of PCG stock, par
value $.001("PCG's Common Stock") for each share of HGN's Common Stock
owned by them.
PCG stockholders should consider the factors prior to voting on the
proposed Merger.
This Proxy Statement Memorandum is dated and was first mailed to PCG
Stockholders on or about January 28, 2000.
___________________________________________
<PAGE>
DELIVERY OF CERTAIN DOCUMENTS
This Proxy Statement Memorandum incorporates documents by reference
which are not presented herein or delivered herewith. These documents are
available upon request from PCG Media, Inc. at the law offices of Sperry
Young & Stoecklein, 1850 E. Flamingo Rd., Suite 111, Las Vegas, Nevada
89119 (telephone (702) 794-2590).
PCG will provide without charge a copy of any or all of the documents
referred to above (other than certain exhibits to such documents) to each
person to whom this Proxy Statement Memorandum is delivered, on the written
or oral request of such person.
No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the
matters described herein, and, if given or made, such information or
representation must not be relied upon as having been authorized by PCG or
HGN. Neither the delivery of this Proxy Statement Memorandum nor any
distribution of PCG Common Stock hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of PCG
or HGN since the date hereof.
<PAGE>
RISK DISCLOSURE STATEMENT
PCG STOCKHOLDERS INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS PROXY
MEMORANDUM OR ANY COMMUNICATION, WHETHER WRITTEN OR VERBAL, FROM THE
COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, AS LEGAL, TAX,
ACCOUNTING OR OTHER EXPERT ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN
LEGAL COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL,
TAX, ACCOUNTING AND RELATED MATTERS CONCERNING THIS MERGER.
NO REPRESENTATION OR WARRANTY OF ANY KIND IS INTENDED OR SHOULD BE INFERRED
WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, WHICH MAY ACCRUE TO THE
STOCKHOLDERS.
THE SHARES OFFERED IN THE EXCHANGE ARE OFFERED IN EXCHANGE FOR SHARES IN
HGN ONLY, SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION OF THIS
MERGER WITHOUT NOTICE.
THE COMPANY HAS AGREED TO GRANT TO EACH STOCKHOLDER AND/OR HIS, HER OR ITS
REPRESENTATIVE (S), PRIOR TO THE EXCHANGE OF ANY SHARES HEREUNDER, THE
OPPORTUNITY TO REVIEW ADDITIONAL DOCUMENTS AND INFORMATION AND TO ASK
QUESTIONS OF, AND TO RECEIVE ANSWERS FROM, THE COMPANY OR ITS
REPRESENTATIVES CONCERNING THE COMPANY, ITS BUSINESS, THE TERMS AND
CONDITIONS OF THIS MERGER OR ANY OTHER RELEVANT MATTER, AND TO SUPPLY ANY
ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION
SET FORTH HEREIN, TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION
OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. EACH STOCKHOLDER
IS URGED TO MAKE OR UNDERTAKE SUCH PERSONAL INVESTIGATION. IN CONNECTION
WITH ANY SUCH INQUIRY, ANY DOCUMENTS WHICH ANY STOCKHOLDER WISHES TO REVIEW
WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED, UPON
REQUEST, SUBJECT TO THE STOCKHOLDER'S AGREEMENT TO MAINTAIN SUCH
INFORMATION IN STRICT CONFIDENCE. ANY SUCH INQUIRIES OR REQUESTS FOR
ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE TO THE COMPANY AS
FOLLOWS: PCG MEDIA, INC. C/O SPERRY YOUNG & STOECKLEIN, 1850 E. FLAMINGO
RD., SUITE 111, LAS VEGAS, NEVADA.
THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ARE OF GREAT
IMPORTANCE TO THE STOCKHOLDERS OF PCG BECAUSE, IF THE EXCHANGE AGREEMENT IS
APPROVED AND ADOPTED AND THE PROPOSED EXCHANGE OF SHARES IS CONSUMMATED,
THE STOCKHOLDER'S EQUITY INVESTMENT IN PCG WILL BE DILUTED AS THE RESULT OF
THE ISSUANCE OF AN ADDITIONAL 24,000,000 SHARES OF PCG STOCK IN EXCHANGE
FOR 100% OF THE SHARES OF HGN. ACCORDINGLY, STOCKHOLDERS ARE URGED TO READ
AND CAREFULLY CONSIDER THE INFORMATION SUMMARIZED BELOW AND PRESENTED
ELSEWHERE IN THIS PROXY STATEMENT MEMORANDUM.
<PAGE>
Date, Time and Place of the
Special Meeting of the Special
Meeting of PCG Tuesday, February 8, 2000,
Stockholders.................. at 10:00 a.m., Las Vegas
time, at the Greystone
Office Complex Conference
Room Suite 115, 1850 E.
Flamingo Rd., Las Vegas,
Nevada, ("the Special
Meeting").
Purpose of the To consider and vote on the
Meeting................................... approval of the Merger
Agreement dated January 18,
2000 (the "Merger
Agreement"), a copy of which
is attached to this Proxy
Statement Memorandum as
Appendix A, among PCG Media,
Inc., a Nevada corporation
("PCG"), Home Gambling
Network, Inc., a Nevada
corporation ("HGN"), and PCG
Subsidiary, Inc., a newly
formed Nevada corporation.
The Merger Agreement
Provides for the merger (the
"Merger") of HGN into
Subsidiary.
Stockholders Entitled to Vote............... Only PCG stockholders of
record at 5:00 p.m., Las
Vegas time on January 26th,
2000 are entitled to notice
of and to vote at the
Special Meeting. At the time
there are 6,000,000, issued
and outstanding shares of
common stock, $.001 par
value, of PCG ("PCG's Common
Stock").
Vote Required.............................. Under Nevada law, the
approval and adoption of the
Merger Agreement require the
affirmative vote of the
holders of a majority of
PCG's Common Stock
outstanding and entitled to
vote. PCG anticipates that
all current PCG directors
and officers will vote their
shares of PCG Common Stock
to approve the Merger. As of
January 21, 2000, the
directors and officers of
PCG beneficially owned
50,000 shares of PCG Common
Stock representing 8 % of
the outstanding shares of
PCG Common Stock. A
unanimous vote of approval
for the Merger of HGN
stockholders has been
obtained.
Interest of PCG Management................. As of January 21, 2000,
directors and officers of
PCG beneficially owned an
aggregate of 0 shares of HGN
Common Stock, including
options to purchase shares.
Terms of the Merger........................ As a result of the Merger,
each holder of outstanding
shares of HGN Common Stock
will receive 24 shares of
common stock, $.001 par
value, of PCG ("PCG Common
Stock") for each share of
HGN stock, pursuant to the
Merger Exchange Ratio
("Merger Exchange Ratio")
attached to the Merger
Agreement.
Merger Exchange Ratio............. The Merger Exchange Ratio
consists of an exchange
ratio whereby 24 shares of
PCG Common Stock will be
issued for each share of HGN
Common Stock. With 1 million
shares of HGN Common Stock
issued and outstanding as of
January 18, 2000, PCG will
issue 24 million shares of
Common Stock.
<PAGE>
Exchange of Certificates............ If the Merger is
consummated, exchange of
certificates formerly
representing shares of HGN's
Common Stock for
certificates representing
the appropriate number of
shares of PCG Common Stock
will be made upon surrender
to Standard Registrar and
Transfer, ("Exchange Agent")
Draper, Utah, of the
certificates formerly
representing HGN's Common
Stock. SHARES SHOULD NOT BE
SURRENDERED FOR EXCHANGE
PRIOR TO APPROVAL OF THE
MERGER BY HGN'S STOCKHOLDERS
AND RECEIPT OF A NOTICE THAT
THE MERGER HAS BEEN
CONSUMMATED AND OF
INSTRUCTIONS FOR SUBMITTING
HGN'S CERTIFICATES.
Fractional shares of PCG
Common Stock will not be
issued. Instead, PCG will
round up to the nearest
shares. HGN stockholders
will be provided with a
letter of transmittal and
related materials needed to
effectuate the exchange of
their certificates.
Recommendation of PCG's Board of Directors;
Reasons for the Merger; Fairness..... The board of directors of
PCG has duly approved the
Merger Agreement and
recommends a vote in favor
of it in the belief that the
Merger is in the best
interest of PCG
stockholders. Before giving
this approval, the PCG's
board reviewed a number of
factors, including the terms
of the Merger Agreement, the
Merger Exchange Ratio,
information regarding the
financial condition,
operations and prospects of
PCG and HGN, and advice of
PCG's management.
Dissenters' Rights................ PCG's Common Stock who
perfect dissenters' rights
pursuant to Sections 78.471
through 78.502 of the Nevada
General Corporation Law will
be entitled to receive cash
for their shares in
accordance with such
sections. TO PERFECT
DISSENTERS' RIGHTS, IT IS
IMPORTANT TO FOLLOW THE
PROCEDURES SET FORTH IN THE
NEVADA STATUTE. HGN and PCG
are not required to proceed
with the Merger if the
holders of more than 10% of
PCG Common Stock assert
dissenter's rights.
Federal Income Tax Consequences........ For federal income tax
purposes, it is intended
that the Merger constitute a
"reorganization" under
Section 368 of the Internal
Revenue Code so that no gain
or loss will be recognized
by HGN stockholders who
exchange their shares of HGN
Common Stock in the Merger
(except with respect to cash
received in for shares as to
which stockholders exercise
dissenters' rights).
Conditions to the Merger;
Termination............... Notwithstanding approval of
the Merger Agreement by PCG
stockholders, consummation
of the Merger is subject to
a number of conditions
which, if not fulfilled or
waived, permit termination
of the Merger Agreement,
including the absence of any
temporary restraining order,
preliminary or permanent
injunction, or other order
preventing consummation of
the Merger or any
transaction contemplated by
the Merger Agreement. The
Merger Agreement will
terminate by its terms if
the Merger has not occurred
on or prior to the earlier
of February 15, 2000 or five
business days following the
PCG stockholder approval of
the Merger Agreement. The
Merger may also be abandoned
by mutual consent, and in
certain other circumstances.
<PAGE>
Effective Time................ If the Merger Agreement is
adopted and approved at the
Special Meeting, and all
other conditions to the
Merger have been met or
waived, the parties expect
the Merger to be effective
on the day of the Special
Meeting or shortly
thereafter. If all
conditions are not met or
waived, there could be a
delay in the Effective Time
or the Merger Agreement
could be terminated.
Operation of HGN after the Merger.... It is contemplated that,
after the Merger, PCG will
operate HGN as a wholly-
owned subsidiary.
<PAGE>
SHARES OUTSTANDING AND VOTING RIGHTS
The only authorized class of capital stock of PCG outstanding and
entitled to vote at the Special Meeting is the PCG Common Stock. On January
26, 2000, at 5:00 p.m., Las Vegas time, the record date for determination
of PCG stockholders entitled to notice of and to vote at the Special
Meeting, there were 6,000,000 shares of PCG Common Stock outstanding. Each
outstanding share of PCG Common Stock is entitled to one vote on each
matter submitted to the Special Meeting.
Holders of a majority of the outstanding shares of PCG Common Stock
entitled to vote must be present in person or represented by proxy to
constitute a quorum at the Special Meeting. The affirmative vote of the
holders of a majority of the outstanding shares of PCG Common Stock
entitled to vote is required for approval and adoption of the Merger
Agreement.
The board of directors of PCG has been designated as proxy to vote
shares of PCG Common Stock solicited on its behalf. If the enclosed form of
proxy is executed and returned, it may nonetheless be revoked at any time
prior to the vote at the Special Meeting by written notice to the law
offices of Sperry Young & Stoecklein, 1850 E. Flamingo Rd., Suite 111, Las
Vegas, Nevada, by attending the meeting and electing to vote in person, or
by proper delivery of a duly executed proxy bearing a later date. The
persons named in the enclosed proxy will vote as directed with respect to
the Merger Agreement, or in the absence of any direction, in favor of
approval and adoption of the Merger Agreement.
THE BOARD OF DIRECTORS OF PCG HAS APPROVED THE MERGER AGREEMENT BY
UNANIMOUS VOTE OF ALL DIRECTORS AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.
THE MERGER
Introduction
The boards of directors of HGN and PCG have each duly approved the
Merger Agreement. All references to the Merger and the terms and conditions
thereof in this Proxy Statement Memorandum are qualified by reference to
the Merger Agreement set forth as Appendix A hereto, which is incorporated
herein by reference.
It is contemplated that after the Merger, PCG will operate HGN as a
wholly-owned subsidiary. PCG intends that HGN will operate its business and
PCG. As a result of the Merger, the stockholders of HGN, a Nevada
corporation, will become stockholders of PCG, a Nevada corporation.
Capitalization of PCG and Conversion of Shares
The capital stock of PCG consists of 50,000,000 shares of Common Stock
with a par value of one tenth of one cent ($0.001) per share, 6,000,000
shares of which are issued and outstanding on the date hereof. Total shares
outstanding after the Merger will be 30,000,000. The shares are all of one
class, common, with like rights and privileges. Each share is entitled to
participate equally in dividends and distributions declared by the PCG. Each
share is entitled to one (1) vote on each matter. The shares of common
voting stock, when issued and paid for, shall be fully paid and non-
assessable and will have no preference, pre-emptive, conversion or exchange
rights. PCG has no senior securities or long-term debt authorized, issued or
outstanding, and has no present intention of issuing either security. All
voting is noncumulative. Accordingly, the holders of more than fifty percent
(50%) of the shares of the Company's Common Stock will be able to elect all
representatives to the Board of Directors, and the holders of less than
fifty percent (50%) will not be able to elect any of the Board of Directors.
When the Articles and Certificate of Merger have been acknowledged and
filed with the Secretary of State of Nevada, as required by the Nevada
General Corporation Law (the "Effective Time"), the outstanding shares of
HGN Common Stock, by virtue of the Merger and without any action on the
part of the holders thereof, will cease to be outstanding and will be
converted into shares of PCG Common Stock at the Merger Exchange Ratio.
<PAGE>
If the Merger Agreement becomes effective, PCG will issue Standard
Registrar and Transfer, Draper, Utah (the "Exchange Agent") certificates
representing the number of shares of PCG Common Stock into which the shares
of HGN Common Stock outstanding at the Effective Time are to be converted.
The Exchange Agent will distribute certificates representing the number of
whole shares of PCG Common Stock to each HGN stockholder upon the surrender
to the Exchange Agent for cancellation of stock certificates representing
such holder's shares of HGN Common Stock. The approval of the Merger by the
stockholders of PCG will constitute approval of the appointment of the
Exchange Agent.
Negotiation of Terms; Reasons for Merger
The terms of the original proposal and Merger Agreement were
established through arms' length negotiations between representatives of
HGN and PCG. Both the original proposals, and the Merger Exchange Ratio
were approved by the boards of directors of HGN and PCG on the basis of a
number of factors, including the financial condition and historical
earnings of the two corporations and the comparative market prices and book
values thereof. The board of directors of PCG believes the Merger to be in
the best interests of PCG and its stockholders. In making this
determination, the PCG board reviewed a number of factors, including the
terms of the Merger Agreement, the Merger Exchange Ratio, information
regarding the financial condition, operations and prospects of HGN and PCG.
The PCG board found that, in the context of the foregoing, the value of the
HGN Common Stock to be received pursuant to the Merger Exchange Ratio
compared favorably with the value of the PCG stock
Interest of HGN Management
No officer or director or controlling shareholder of PCG has an
interest in HGN.
Federal Income Tax Consequences
PCG has not received an opinion of counsel on the Federal Income Tax
Consequences of the transaction, nor does PCG intend to acquire such
opinion, however; PCG and HGN have structured the Merger with the intention
that, based upon the terms of the Merger Agreement and certain related
factual representations, the Merger will be treated for federal income tax
purposes as a reorganization under Section 368 of the Internal Revenue Code
of 1986 ("Code") and that, accordingly, (i) no gain or loss will be
recognized by the stockholders of HGN who exchange all of their HGN Common
Stock solely for PCG Common Stock pursuant to the Merger.
Vote Required
The affirmative vote of the holders of a majority of the outstanding
shares of PCG Common Stock entitled to vote at the Special Meeting is
required for the approval and adoption of the Merger Agreement.
Dissenters Rights'
If the Merger is approved by the required vote of the PCG stockholders
and is not abandoned or terminated, any holder of PCG Common Stock may, by
complying with the provisions of Sections 78.471 through 78.502 of the
Nevada General Corporation Law, and subject to the limitations discussed
below, require PCG to purchase for cash at their fair cash value the shares
of PCG Common Stock owned by such stockholder. The fair cash value shall
be determined as of the day before the vote on the Merger Agreement is
taken, excluding any element of value arising from the expectation or
accomplishment of the Merger.
A dissenting PCG stockholder (a "Dissenting Stockholder") wishing to
require PCG to purchase his or her shares of PCG Common Stock ("Dissenting
Shares") must:
(1) at or prior to the taking of the vote on the Merger Agreement,
object thereto in writing;
(2) not vote his shares in favor of the proposed action;
(3) within the time period set forth in the dissenter's notice, not
less than 30 days nor more than 60 days after the date the notice was
delivered, (i) demand payment, (ii) certify whether he acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenter's notice, and (iii) deposit his certificates in accordance with
the terms of the notice.
<PAGE>
The Dissenting Stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the dissenter's
notice, is not entitled to payment for his shares under NRS 78.471 to
78.502, inclusive. NRS 78.494 (3)
Subject to the provisions of the Nevada General Corporation Law, payment
of the fair cash value of the Dissenting Shares will be made within 30 days
after surrender of the certificates therefore. If PCG and the Dissenting
Stockholder fail to agree upon the fair cash value of the Dissenting Shares
within sixty days, then the corporation shall commence a proceeding within
the 60 day period in a District Court of Clark County, Nevada, requesting
the court to determine the fair value of the Dissenters Shares, including
all of the costs of the proceeding, including the reasonable compensation
and expenses of any appraisers appointed by the court.
Conditions for Merger and Other Provisions
A copy of the Merger Agreement is available at the law offices of
Sperry Young & Stoecklein. The Merger Agreement sets forth representations
and warranties by each of the parties and the terms, covenants and
conditions to be complied with and performed by each of them on or before
the Effective Time. Consummation of the Merger is conditioned upon
satisfaction or waiver of conditions precedent set forth in the Merger
Agreement, including, among other things, (i) the holders of not more than
10% of PCG Common Stock asserting dissenters' rights, (ii) the absence of
any material adverse change in the condition, financial or otherwise, of
PCG or HGN, (iii) absence of material misrepresentations or breaches of
covenants, and (iv) the absence of temporary restraining order, preliminary
or permanent injunction, or other order preventing consummation of the
Merger or any transaction contemplated by the Merger Agreement.
If the Merger Agreement is approved by the stockholders of PCG and if
all other conditions imposed on PCG and HGN are met or waived, it is
expected that the Merger will become effective on the day of the Special
Meeting or as soon as practicable thereafter. In the event the conditions
are not met or waived, the Effective Time could be delayed or the Merger
Agreement could be terminated.
The Merger Agreement may be terminated and the Merger abandoned
(whether before or after approval by PCG stockholders): (i) by the mutual
consent of the boards of directors of PCG, PCG Subsidiary, and HGN; (ii) by
PCG in the event of the material breach by HGN of any provision of the
Merger Agreement, which breach is not remedied by HGN within 15 days after
receipt of notice thereof from PCG; (iii) by HGN in the event of the
material breach by PCG of any provision of the Merger Agreement, which
breach is not remedied by PCG within 15 days after receipt of notice
thereof from HGN; (iv) by PCG if the stockholders of PCG fail to approve
the Merger and the Merger Agreement by a majority vote at a duly held
meeting of stockholders of PCG called for such purpose.
The Merger Agreement will automatically terminate by its terms if the
Effective Time has not occurred on or prior to the earlier of (a) 5:00 p.m.
Nevada time on February 15, 2000 or (b) five business days following
approval of the Merger Agreement by PCG stockholders.
SECURITIES COVERED BY THIS PROXY STATEMENT MEMORANDUM
A total of 24,000,000 shares of PCG Common Stock are covered by this
Proxy Statement Memorandum.
BUSINESS OF HGN
Home Gambling Network, Inc. was formed with the concept of bringing
Live "Real Time" Casino Gambling to a customer's home/office anywhere they
may be globally. This concept is embodied in a US patent, with foreign
patent protection, issued and assigned to HGN in 1998. This patent allows
HGN, holder of this world wide patent, to offer exclusive rights for Live
Gaming from a Remote Location with the use of the player's existing
credit/debit account.
<PAGE>
MANAGEMENT OF PCG FOLLOWING THE MERGER
The management of PCG following the merger will be as follows:
Directors:
Deedee Molnick
Susanne M. Molnick
Christopher Paul Almida
Phil D. Anderson, Esq.
H. Yale Gutnick, Esq.
Bradley Alan Grieco
Officers:
President - deedee Molnick
Secrtary/Treasurer - Susanne Molnick
<PAGE>
PCG MEDIA, INC.
PROXY
Special Meeting of Shareholders
February 8, 2000
The undersigned appoints The Board of Directors of PCG Media, Inc.
with full power of substitution, the attorney and proxy of the undersigned,
to attend the special meeting of shareholders of PCG Media, Inc., to be
held February 8, 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 January
28, 2000, a copy of which has been received by the undersigned, as follows:
1. Vote _____ Withhold Vote _____
for the approval of the Merger between PCG Media, Inc. and Home Gambling
Network, Inc.
2. Amend the Articles of Incorporation and By-laws of PCG Media, Inc.
3. Changes the name of PCG Media, Inc. to i2corp.com.
4. Approve new Board of Directors pursuant to the Agreement and Plan of
Merger
5. Approve and Incentive Stock Option Plan
6. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
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 FEBRUARY 6, 2000.
