SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CONTINENTAL HERITAGE CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
CONTINENTAL HERITAGE CORPORATION.
7674 W. Lake Mead Blvd., Suite 150
Las Vegas, Nevada 89128
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
ON THURSDAY, AUGUST 5, 1999
A Special Meeting of Stockholders of Continental Heritage Corporation (the
"Company") including any adjournment or postponement thereof, will be held at
the offices of the Company, 7674 W. Lake Mead Blvd., Suite 150, Las Vegas,
Nevada 89128, on Thursday, August 5, 1999 at 10:00 a.m., local time, to
consider and act upon the following matters:
1. a proposed amendment to the Certificate of Incorporation of the Company
changing the Company's name to VisionQuest Worldwide Holdings
Corporation; and
2. a proposed amendment to the Certificate of Incorporation of the Company
to increase the number of authorized shares of Common Stock, par value
$0.10 per share, from 10,000,000 shares to 150,000,000, par value
$0.001 per share; and
3. to transact such other business as may properly come before the meeting
or any adjournment thereof.
Holders of record of the Common Stock at the close of business on July 21,
1999 are entitled to notice of and to vote at the Special Meeting or any
adjournments thereof. The stock transfer books of the Company will remain open
following the record date.
Whether or not you plan to attend the meeting, please sign, date and
return the enclosed proxy in the envelope provided to ensure representation of
your shares. No postage need be affixed if the proxy is mailed within the
United States.
This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about July 23, 1999.
All stockholders are cordially invited to attend the Special Meeting.
By Order of the Board of Directors,
Steve Gould, President and Chief Executive Officer
Las Vegas, Nevada
July 23, 1999
CONTINENTAL HERITAGE CORPORATION
7674 W. Lake Mead Blvd., Suite 150, Las Vegas, Nevada 89128
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
Dated: July 23, 1999
This Proxy Statement is being furnished to holders of Common Stock, $.10
par value per share, of Continental Heritage Corporation, a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company (the "Board") for use at a special
meeting of the Company's stockholders or at any adjournment or postponement
thereof (the "Meeting"), for the purposes set forth in the accompanying Notice
of Special Meeting of Stockholders.
Date, Time and Place; Purposes
The Meeting will be held at 10:00 a.m. local time on August 5, 1999, at the
Company's offices at 7674 W. Lake Mead Blvd., Suite 150, Las Vegas, Nevada. At
the Meeting, the stockholders of the Company will be asked to consider and vote
upon the following proposals: (i) amendment to the Certificate of Incorporation
of Continental Heritage Corporation changing the Company's name to VisionQuest
Worldwide Holdings Corporation; and (ii) amendment to the Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
10,000,000 to 150,000,000 shares and change the par value of Common Stock from
$.10 per share to $.001 per share.
It is anticipated that this Proxy Statement and the accompanying form of proxy
will be mailed to stockholders on or about July 23, 1999.
Voting Rights; Record Date
The Board of Directors has fixed the close of business on July 21, 1999 (the
"Record Date"), as the record date for the determination of holders of Common
Stock entitled to receive notice of and to vote at the Meeting. Accordingly,
only holders of record of shares of Common Stock at the close of business on
the Record Date are entitled to notice of and to vote at the Meeting. At the
close of business on the Record Date, the Company had outstanding and entitled
to vote at the meeting 6,928,860 shares of Common Stock. Each share of Common
Stock has one vote on each matter on which holders of such shares are entitled
to vote at the Meeting. The affirmative vote of the holders of a majority of
the outstanding shares of Common Stock, being the only class of stock entitled
to vote at the Meeting, is required to approve the proposal to change the
Company's name from Continental Heritage Corporation to VisionQuest Worldwide
Holdings Corporation, and the affirmative vote of the holders of a majority of
the outstanding Common Stock is required to approve the increase in number of
authorized shares and the change of par value of the Company's Common Stock.
With respect to each proposal, stockholders of the Company may abstain or vote
in favor of or against the proposals.
Proxies
All shares of Common Stock represented by properly executed proxies received
prior to or at the Meeting, and not revoked, will be voted in accordance with
the instructions indicated in such proxies. If no specific instructions are
given with respect to the matters to be acted upon at the Meeting, shares of
Common Stock represented by a properly executed proxy will be voted FOR the
change of name and FOR the increase in the Company's number of shares of Common
Stock and the reduction in par value of the Company's Common Stock. Both such
proposals are the only matters to be acted upon at the Meeting. As to any
other issue that may properly come before the Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their best
judgment. A properly executed proxy marked "ABSTAIN," although counted for
purposes of determining whether there is a quorum, will not be voted and will
have the same effect as a vote cast against the matter to which such instr
uction is indicated. Shares represented by "broker non-votes" (i.e., shares
held by brokers or nominees which are represented at the Meeting but with
respect to which the broker or nominee is not empowered to vote on a particular
proposal) will also be counted for purposes of determining whether there is a
quorum at the Meeting and will have the same effect as a vote against a
particular matter.
A stockholder may revoke his or her proxy at any time prior to its use by
delivering to the Secretary of the Company a signed notice of revocation or a
subsequently dated signed proxy or by attending the Meeting and voting in
person. Attendance at the Meeting will not in itself constitute the revocation
of a proxy. Any written notice of revocation or subsequent proxy should be
sent or hand delivered so as to be received by the Company at 7674 W. Lake Mead
Blvd., Suite 150, Las Vegas, Nevada 89128, Attention: Secretary, at or before
the vote to be taken at the Meeting.
The expense of soliciting proxies will be borne by the Company. Proxies will
be solicited principally by mail, but directors, officers and regular employees
of the Company may solicit proxies personally, by telephone or by facsimile
transmission. The Company will reimburse custodians, nominees, fiduciaries or
other persons for their out-of-pocket expenses in sending proxy material to
beneficial owners.
You are requested, regardless of the number of shares you hold, to sign the
proxy and return it promptly in the enclosed envelope.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below is based on information obtained from the persons named below
with respect to the shares of Common Stock beneficially owned, as of July 1,
1999, by (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director of
the Company, (iii) each executive officer of the Company, and (iv) all
executive officers and directors of the Company as a group.
PERCENTAGE OF
AMOUNT AND NATURE OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL SHARES
OWNER(1) OWNERSHIP (2)(3) OWNED (4)(5)
Steve Gould(6)(7)(9) 2,202,382 31.3%
Lee Kaplan (7)(9) 2,202,382 31.3%
Gerald M. Holland(7)(8)(9) 5,764,714 74.7%
Jules Ross(7)(8) 5,948,514 75.3%
Richard A. Hahner(8) 5,038,264 72.1%
Case Holding Company, Inc.(8) 5,218,264 72.8%
Peter Casoria, Jr.(8) 5,182,564 72.7%
Peter Casoria, Sr.(8) 5,038,264 72.1%
Dennis M. Lopez(8) 5,038,264 72.1%
Robert Bray (9) 550,000 7.9%
Charles J. Sugarman 5,078,264 72.2%
Rosalyn S. Sugarman 5,178,264 72.6%
Walter G. Cook(10) 401,978 2.7%
Nancy M. Cook(11) 401,978 3.1%
All executive officers
and directors
as a group (5 persons) 6,958,964 78.1%
(1) The address of each of Messrs. Gould, Kaplan, and Bray is c/o the Company,
7674 W. Lake Mead Boulevard, Suite 150, Las Vegas, Nevada 89128. The address
for the other listed persons is as follows: for Jules Ross, 2300 Kensington
Boulevard, Davie, FL 33325; for Walter G. Cook, 1020 Macon Street, Fort Worth,
TX 76102; for Nancy M. Cook, 1020 Macon Street, Fort Worth, TX 76102; for
Richard Hahner, 4860 N.E. 12th Avenue, Fort Lauderdale, FL 33334; for Case
Holding Co., Inc., c/o Mr. Cy Case, 4367 N. Federal Highway, #209, Fort
Lauderdale, FL 33308; for Peter Casoria, Jr., 552 N.E. 34th Court, Oakland
Park, FL 33334; for Peter Casoria Sr., 552 N.E. 34th Court, Oakland Park, FL
33334; for Dennis Lopez, 4800 Bayview Drive PH3, Fort Lauderdale, FL 33308;
for Gerald M. Holland, 4860 N.E. 12th Avenue, Fort Lauderdale, FL 33334; for
Damaso W. Saavedra, P.A., 312 S.E. 17th Street, 2nd Floor, Fort Lauderdale, FL
33316; for Charles J. Sugarman, 69 Covert Run Pike, Fort Thomas, KY; and f or
Rosalyn S. Sugarman, 1904 S. Ocean Drive, Apartment 806, Hallandale, Florida
33009.
(2) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and/or investment power with respect to all shares of
Common Stock deemed beneficially owned by them.
(3) Subsequent to the execution of the Agreement, certain of the Investors and
the persons who received warrants to purchase 351,250 shares as described in
note (8) below transferred a portion of their warrants and interest under the
Agreement and the above table reflects such transfers.
(4) The calculation of a stockholder's percentage of beneficial ownership
includes in both the numerator and denominator those shares underlying options,
warrants or other derivative securities deemed beneficially owned by that
stockholder. Shares underlying options, warrants or other derivative
securities held by other stockholders are disregarded in this calculation.
Therefore, the denominator used in calculating beneficial ownership among the
Company's stockholders may differ.
(5) Based on the number of shares outstanding (6,928,860) at July 1, 1999, plus
the number of shares acquirable by the specified person(s) within 60 days of
July 1, 1999 upon exercise of Class A Warrants for the purchase of Common Stock
of the Company and/or the number of shares covered by the Irrevocable Proxy
described in note (9) below.
(6) Owned of record by Fat Cat, LLC, of which Steve Gould is the owner of all
of its equity.
(7) The holdings for Messrs. Gould, Kaplan, Holland, and Ross include for Steve
Gould, 112,000 shares presently purchasable under Class A Warrants held by him,
for Mr. Kaplan, 112,000 shares presently purchasable under Class A Warrants
held by him, for Mr. Holland, 786,450 shares presently purchasable under Class
A Warrants held by him, and for Mr. Ross, 970,250 shares presently purchasable
under Class A Warrants held by him.
(8) On February 9, 1999, seven persons (the "Investors") entered into a Loan
Agreement (the "Agreement") with the Company pursuant to which the Investors
initially loaned $1,000,000 to the Company. The Investors received on a pro
rata participation basis Class A Warrants for the purchase of an aggregate of
2,000,000 shares of Common Stock at an exercise price of $.3125 per share and
expiration date of February 8, 2004. Additional warrants to purchase 351,250
shares were issued to other persons in connection with their services rendered
to secure the Agreement. The Agreement also provides if additional funds are
required by the Company, additional loans for up to an aggregate $500,000 may
be made for which the Investors would receive additional Class A Warrants on a
pro rata basis of two warrants for each dollar loaned.
(9) In connection with the execution of the Agreement, Messrs. Gould, Bray,
Kaplan and Holland granted an Irrevocable Proxy (the "Proxy") in favor of the
Investors to vote 4,978,264 shares of Common Stock. The Proxy entitles the
Investors to vote on major decisions presented to the Company's stockholders,
however, the Proxy may not be used to vote to remove any director or officers
from office for reasons other than gross negligence, theft, or legal
incompetency. With respect to the election of directors, the Investors may
only vote for a person currently holding the position. The Proxy terminates
upon repayment of the loans. The number of shares subject to the Proxy includes
247,500 shares owned directly by Mr. Holland
(10) Includes 216,239 shares of Common Stock owned by Nancy M. Cook. Walter G.
Cook disclaims any beneficial ownership of the shares held by his wife, Nancy
M. Cook.
(11) Includes 185,739 shares of Common Stock owned by Walter G. Cook. Nancy
Cook disclaims any beneficial ownership of the shares held by her husband,
Walter G. Cook.
CHANGE IN CONTROL
On November 27, 1998, the Company entered into a Stock Exchange Agreement (the
"Exchange Agreement") with Steve Gould, Lee Kaplan, Robert Bray, and Gerald M.
Holland, the holders of all of the outstanding shares of capital stock of
Encore International, Inc. ("Encore"). Pursuant to the Exchange Agreement, the
Company acquired all of the outstanding Common Stock of Encore in exchange for
an initial issue of 5,500,000 shares of the Company's Common Stock (the
"Transaction"). An additional 2,000,000 shares of Common Stock may be issued as
follows: (i) 1,000,000 shares to be issued if the consolidated net revenues of
the Company are at least $8,000,000 for the twelve month period commencing July
1, 1999; and (ii) 1,000,000 shares if the consolidated net revenues of the
Company are at least $15,000,000 (on a non-cumulative basis) for the twelve
month period commencing July 1, 2000.
Encore was organized at the end of 1997 to conduct a business of distributing
health related products through a network of independent distributors.
Following completion of the Transaction, Encore was merged with VisionQuest
Worldwide, Inc., a Nevada corporation and a wholly owned subsidiary of the
Company. The Company operates from its headquarters located in Las Vegas,
Nevada. Encore's business plan provides for the development of a complete line
of nutri-ceutical and homeopathic products. These products will be marketed
through a national network of distributors. As a result of the transaction on
November 25, 1999, all of the officers and directors of the Company resigned
and Messrs. Gould, Kaplan, and Bray were elected as officers and directors.
In connection with the Exchange Agreement, the Company agreed to appoint two
designees of the Investors to the Board of Directors. Gerald M. Holland and
Jules Ross were designated by the Investors and on June 8, 1999, were elected
to the Board of Directors.
PROPOSAL ONE
NAME CHANGE AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors has unanimously approved and recommends that the
stockholders consider and approve an amendment to Article FIRST of the
Certificate of Incorporation of the Company (the "Certificate"), which would
change the name of the Company from Continental Heritage Corporation to
VisionQuest Worldwide Holdings Corporation A copy of the Certificate of
Amendment to the Certificate for this amendment is annexed to this Proxy
Statement as Exhibit A. To be adopted, this proposal requires the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock of
the Company at the Meeting. The Board of Directors believes that it is in the
best interest of the Company and its stockholders to amend the Certificate of
Incorporation to change the name of the Company.
The Board of Directors considers the proposed name change desirable because it
would align the Company's name with the name under which the Company's sole
subsidiary is doing business. If there exists any circumstance which would
make consummation of the name change inadvisable in the judgment of the Board
of Directors, the proposal to amend the Certificate may be terminated by the
Board of Directors either before or after approval of the name change by the
shareholders.
The Board of Directors recommends a vote FOR the Name Change Proposal.
PROPOSAL TWO
STOCK INCREASE, CHANGE OF PAR VALUE, AND AMENDMENT TO
CERTIFICATE OF INCORPORATON
The Board has approved and recommended that the stockholders consider and
approve an amendment to Article FOURTH C of the Certificate that would (i)
increase the number of authorized shares of Common Stock and (ii) change the
par value per share, to be approved by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock. A copy of the Certificate
of Amendment to the Certificate of Incorporation effecting the change is
annexed to this Proxy Statement as Exhibit A.
The Company has an authorized capitalization of 10,000,000 shares of Common
Stock, $.10 par value, and 2,000,000 shares of "blank-check" Preferred Stock,
$.50 par value. As of the date of this Proxy Statement, there were issued and
outstanding 6,928,860 shares of Common Stock and no shares of the Preferred
Stock. In connection with a Loan Agreement of February 9, 1999, the Company
borrowed $1,000,000 and issued to the Investors and certain other persons Class
A Warrants for the purchase of an aggregate of 2,351,250 shares of Common
Stock. The Class A Warrants have an exercise price of $.3125 per share and will
expire on February 8, 2004. Moreover, the Company may be required to issue
additional Class A Warrants for the purchase of up to an additional 1,000,000
shares of Common Stock if additional borrowing from the Investors is required.
To- date, an additional $200,000 has been made available by the Investors for
borrowing by the Company with 400,000 additional Class A Warrants to be issued
to the Investors. In addition to the Class A Warrants issued to the Investors,
the Company issued Class A Warrants to purchase an aggregate of 224,000 shares
of Common Stock to two individuals on the same terms and conditions as the
Class A Warrants issued to the Investors in the 1999 Private Financing. The
Company issued Class A Warrants to purchase 200,000 shares of common stock in
connection with its borrowing of another $100,000.
Pursuant to the Exchange Agreement, the Company is obligated to issue to the
former stockholders of Encore additional shares of Common Stock, as follows:
(a) 1,000,000 shares, if the consolidated net revenues of the Company are at
least $8,000,000 for the 12-month period commencing July 1, 1999; and (b) an
additional 1,000,000 shares, if the consolidated net revenues of the Company
are at least $15,000,000 (on a non-cumulative basis) for the 12-month period
commencing July 1, 2000. Under the Agreement, if the $8,000,000 net revenues
are achieved, the Company shall issue Class B Warrants to purchase an
additional 427,500 shares of Common Stock, and if the $15,000,000 net revenues
are achieved, the Company shall issue Class C Warrants to purchase an
additional 427,500 shares of Common Stock.
If all of the contingent shares had to be issued and all of the warrants issued
or which may be issued were exercised, the Company would not have sufficient
authorized shares to meet its obligations to issue the contingent shares and
the shares issuable upon exercise of the warrants.
The Board considers the proposed amendment desirable because it would enable
the Company to issue the additional shares referred to above and give the Board
the necessary flexibility to issue Common Stock in connection with future stock
dividends and splits, acquisitions, financings and employee benefits and for
other general corporate purposes without the expense and delay incidental to
obtaining stockholder approval of an amendment to the Certificate increasing
the number of authorized shares at the time of such action, except as may be
required for a particular issuance by applicable law or by the rules of any
stock exchange on which the Company's securities may be issued. If there
exists any circumstance which would make consummation of the stock increase and
change in par value inadvisable in the judgment of the Board of Directors, the
proposal to amend the Articles may be terminated by the Board of Directors
either before or after approval of the name change by the shareholders .
To be adopted, this proposal requires the affirmative vote of a majority of
the voting power of the shares of Common Stock entitled to vote at the Meeting.
The Board of Directors recommends a vote FOR the Stock Increase and Change in
Par Value Proposal.
EFFECT OF NAME CHANGE, STOCK INCREASE AND CHANGE OF PAR VALUE
In the event our stockholders approve the name change, stock increase and
change of par value of the Common Stock, such changes will be effected by the
filing of the Certificate of Amendment with the Secretary of the State of
Delaware (the "Effective Date"). The current stock certificates representing
shares of Common Stock of the Company will continue to represent the shares of
Common Stock following the Effective Date. There will be no exchange of
certificates representing shares issued prior to the Effective Date.
Stockholders should not submit any stock certificates unless requested by the
Company to do so. Each outstanding certificate representing shares issued prior
to the Effective Date will be deemed, for all corporate purposes after the
Effective Date, to evidence ownership of shares in the same number of the
Company's Common Stock outstanding after the Effective Date.
STOCKHOLDERS PROPOSALS
Proposals by a stockholder to be presented at the fiscal 1999 annual meeting
of stockholders should have been received by the Company on or before November
2, 1999. The Company intends to hold its 1999 annual meeting of stockholders
on March 1, 2000.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the
Meeting for action; however, if any such other matters shall properly come
before the Meeting, it is intended that the persons authorized under proxies
may, in the absence of instructions to the contrary, vote or act thereon in
accordance with their best judgment.
By the Order of the Board of Directors
Steve Gould, President and Chief Executive Officer
Las Vegas, Nevada
July 23,1999.
Exhibit A
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Continental Heritage Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation (hereinafter called the "Corporation") is
CONTINENTAL HERITAGE CORPORATION.
SECOND: That at a meeting of the Board of Directors of Continental Heritage
Corporation resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said Corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said Corporation
for consideration thereof. The resolutions setting forth the proposed
amendment are as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:
The name of the Corporation is VisionQuest Worldwide Holdings Corporation
and further
RESOLVED, that the Certificate of Incorporation of this Corporation be amended
by changing the Article thereof numbered "FOURTH A General Authorization" so
that, as amended, said Article shall be and read as follows:
The authorized capital of the Corporation shall be Two Million ($1,150,000)
Dollars. The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is One Hundred Fifty-Two Million
(152,000,000) shares consisting of:
(1) One Hundred Fifty Million (150,000,000) shares of Common Stock, par value
($0.001) per share; and
(2) Two Million (2,000,000) shares of Preferred Stock, par value ($0.50) per
share.
THIRD: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said Corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
FOURTH: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Continental Heritage Corporation has caused this
certificate to be signed this ___, day of ________, 1999.
Continental Heritage Corporation
By:/s/ Steve Gould
Steve Gould, President
PROXY
CONTINENTAL HERITAGE CORPORATION
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDER TO BE HELD AUGUST 5, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, revoking all prior proxies, hereby appoints Steve Gould and
David Lentes, and each of them, with full power of substitution, as a proxy or
proxies to represent and vote, as designated herein, all shares of Common Stock
of Continental Heritage Corporation (the "Company") held of record by the
undersigned at the close of business on July 21, 1999, which the undersigned
would be entitled to vote if personally present, as designated, at the Special
Meeting of Stockholder of the Company to be held on August 5, 1999 at 7674 W.
Lake Mead Blvd., Suite 150, Las Vegas, Nevada 89128 at 10:00 a.m. local time,
and at any adjournment thereof (the "Meeting").
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy
will be voted FOR all proposals as recommended by the Board of Directors.
Attendance of the undersigned at the meeting, or at any adjournment thereof,
will not be deemed to revoke this proxy unless the undersigned shall revoke
this proxy in writing or shall deliver a subsequently dated proxy to the
Secretary of the Company or shall vote in person at the Meeting.
PROPOSAL 1: Approval of the amendment to the Company's Certificate of
Incorporation changing the Company's name.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2: Approval of the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares and change of par
value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE.
Dated: , 1999
Signature
Print name
Signature if held jointly
Print name
Please sign exactly as name appears above. When shares are held jointly, each
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
