PRELIMINARY PROXY MATERIAL
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of TV Communications Network,
Inc. ("TVCN") will be held at the TVCN Building, 10020 East Girard
Avenue, Suite 300, Denver, Colorado 80231, on Tuesday October 10,
2000 at 10:00 a.m. MST time for the following purposes:
(1) To elect the following three (3) Directors:
Omar A. Duwaik
Armand DePizzol
Kenneth D. Roznoy
(2) To approve the spin-off of Reema International Corporation with
an anticipated initial public offering in the future.
(3) To ratify the Company's payment to Omar A. Duwaik of
17,633,334 restricted shares of Common stock to retire the
Company's $1,058,000 indebtedness to Mr. Duwaik.
(4) To ratify Management's decision to sell the office building in
Denver for $1.2 million.
(5) To ratify Management's decision to sell the warehouse building
in Detroit for $200,000.
(6) To ratify Management's decision to sell Planet Internet Corp.
to BeWell Net for a gross sale price of $1,746,515 payable in
common stock of BeWell Net, a private company.
(7) To ratify Management's decision to retain the services of the
auditing firm of Ehrhardt Keefe Steiner & Hottman P.C.
Proxy material is being mailed on or about September 18, 2000.
The date of record is September 8, 2000.
Stockholders of record at the close of business on September 8,
2000 will be entitled to notice of and to vote at the meeting.
The stock transfer books of TVCN will remain open.
By order of the Board of Directors,
/SS/Kenneth D. Roznoy
Kenneth D. Roznoy, Secretary
September 18, 2000
Denver, Colorado
IMPORTANT
It is important that your shares are represented at the Annual
Meeting. Accordingly, you are urged to complete, sign, date and
promptly return your proxy in the enclosed envelope. If you so
choose, you may vote your shares in person at the Annual Meeting.
This report does not purport that the Securities and Exchange
Commission ("SEC") has approved or disapproved of any of this
report or passed upon its accuracy or adequacy.
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PROXY MATERIAL
TV COMMUNICATIONS NETWORK, INC
Proxy Solicited on Behalf of the Board of Directors for its Annual
Meeting of Shareholders
The undersigned hereby appoint Omar A. Duwaik, Armand DePizzol,
and Kenneth D. Roznoy, or any of them, with the power of
substitution, as proxies to vote all shares of the Common Stock of
TVCN owned by the undersigned at the Annual Meeting of the
Stockholders to be held at 10020 East Girard Avenue, Suite 300,
Denver, Colorado 80231, on October 10, 2000, or to any adjournment
thereof, on such business as may properly come before the meeting,
including the following items as set forth in the Notice of Annual
Meeting of Stockholders and Proxy Statement:
(1) To elect the following three (3) Directors:
Omar A. Duwaik / /For / /Against / /Abstain
Armand DePizzol / /For / /Against / /Abstain
Kenneth D. Roznoy / /For / /Against / /Abstain
(2) To approve the spin-off of Reema International Corporation with an
anticipated initial public offering in the future.
/ /For / /Against / /Abstain
(3) To ratify the Company's payment to Omar A. Duwaik 17,633,334
restricted shares of Common stock to retire the Company's
$1,058,000 indebtedness to Mr. Duwaik.
/ /For / /Against / /Abstain
(4) To ratify Management's decision to sell the office building in
Denver for $1.2 million.
/ /For / /Against / /Abstain
(5) To ratify Management's decision to sell the warehouse building
in Detroit for $200,000.00.
/ /For / /Against / /Abstain
(6) To ratify Management's decision to sell Planet Internet Corp.
to BeWell Net for a gross sale price of $1,746,515 payable in
private common stock of BeWell Net, a private company.
/ /For / /Against / /Abstain
(7) To ratify Management's decision to retain the services of the
auditing firm of Ehrhardt Keefe Steiner & Hottman P.C.
/ /For / /Against / /Abstain
__________________________________________________________________
Please date, sign, and mail in the enclosed envelope.
This proxy, when properly executed, will be voted in the manner
directed by the undersigned stockholder. If no direction is made,
this proxy will be voted for proposals 1 through 7. It is
revocable at any time before it is exercised.
Number of shares: _________________ Date: ________________________
Signature: ______________ Name and Title: _______________________
Please Print
Signature: ______________ Name and Title: _______________________
Please Print
Address:__________________________________________________________
Instructions: Where there is more than one owner, each should
sign. When signing as an attorney, administrator, executor,
guardian, or trustee, please add your title as such. If executed
by a corporation, the proxy should be signed by a duly authorized
officer.
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TV COMMUNICATIONS NETWORK, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
October 10, 2000
VOTING SECURITIES, PRINCIPAL HOLDERS AND PROXIES
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of TV
Communications Network, Inc. (The "Company" or "TVCN" or the
"Registrant") for use at the Annual Meeting of Shareholders to be
held on Tuesday, October 10, 2000. All valid proxies received
prior to the meeting will be voted. All proxies will be voted in
accordance with the instructions contained therein and, if no
choice is specified, will be voted for the election of each of the
individuals nominated by the Board of Directors and in favor of
the other proposals set forth in the Notice of Annual Meeting of
Shareholders. A shareholder who has given a proxy may revoke it
at any time prior to such proxy being voted at the meeting by
filing with the Secretary of TVCN an instrument revoking it or a
duly executed proxy bearing a later date, or by attending the
meeting and giving notice of such revocation. Attendance at the
meeting does not by itself constitute revocation of a proxy.
The Board of Directors has fixed September 8, 2000 as the record
date for the determination of stockholders entitled to vote at the
Annual Meeting. Only shareholders of record as of the close of
business on September 8, 2000 will be entitled to notice of and to
vote at the Annual Meeting of Shareholders or any adjournment
thereof. Shares may be voted at the meeting in person or by proxy.
At the Record Date, there were outstanding and entitled to vote
68,469,788 shares of the Common Stock of TVCN. Each share is
entitled to one vote. The election of directors as well as the
adoption of Proposals 2 through 7 requires the affirmative vote
of the holders of a majority of the shares present at the meeting
in person or represented by proxy and entitled to vote.
All costs of solicitation of proxies will be borne by TVCN. In
addition to the use of the mails, arrangements also may be made
with brokerage firms and other custodians, nominees and
fiduciaries who hold the voting securities of record for the
forwarding of solicitation material to the beneficial owners
thereof. TVCN will reimburse such brokers, custodians, nominees
and fiduciaries for their reasonable out-of-pocket expenses
incurred in connection therewith. The costs of the solicitation
of proxies will approximately be between $15,000 and $20,000.
This amount includes attorneys' fees, accountants' fees,
solicitors' time, printing costs, postage, and other incidental
expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, the number
of shares of TVCN's common stock owned beneficially and
controlled by Management, and by each person known by TVCN to have
owned beneficially more than five percent of such shares then
outstanding:
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Name and Address Amount and Nature of Percentage of Class
Of beneficial Owner Beneficial Ownership Beneficially Owned
and/or controller and/or control and/or controlled
Omar Duwaik (1)
10020 E. Girard Ave. 64,912,382** 94.8%
Denver, CO 80231
Armand DePizzol (1)
1115 Broadway, Ste. 109 None -0-
Denver, CO 80203
Kenneth D. Roznoy (1)
10020 E. Girard Ave. 275 *
Denver, CO 80231
Total as a Group
(three in number) 64,912,557 94.8%
(1) These persons being those making the solicitation of proxies
by mail.
* Negligible
** Of these 64,912,382 shares, 23,845,892 shares are in the
name of Multichannel Distribution Company of America, Inc. an
affiliate substantially owned and controlled by Mr. Duwaik, TVCN's
president; 190,000 shares are in the name of American Technology
and Information, Inc. an affiliate substantially owned and
controlled by Mr. Duwaik and 950,233 shares directly owned by a
brother of Mr. Duwaik, but over which Mr. Duwaik retains voting
power.
PROPOSAL 1 - ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to elect as
directors the persons identified below, as nominees, for a one-
year term expiring in 2001 unless authority to vote for the
election of directors is withheld by marking the proxy to that
effect.
In the event that any nominee for election should become
unavailable, the person acting under the proxy may vote for the
election of a substitute. Management has no reason to believe
that any nominee will become unavailable. In the event this
proposal is not passed, then TVCN will propose that the three
previous directors be re-elected. Other nominations may be made
by eligible shareholders. The three nominees with the most votes
will be elected directors.
<PAGE>
The information about each director and his beneficial ownership
of shares of the Common Stock of TVCN as of the Record Date is as
follows:
<TABLE>
<S> <C> <C> <C>
Nominees for Principal Occupation Beneficial Ownership
Director During Past Five Years and/or control
For Terms No. of Percent of
Expiring Shares Outstanding
in 2000 Common Stock
Omar A. Duwaik Chairman of the
Director since 1987 Board Chief 64,912,382** 94.8%
Age 56 Executive Officer
and President
Kenneth D. Roznoy Vice President of 275 *
Age 52 Business Development,
Secretary and a director
off and on since 1990
Armand DePizzol Director 0 0%
Director
Age 68
</TABLE>
* Negligible
** Of these 64,912,382 shares, 23,845,892 shares are in the name
of Multichannel Distribution Company of America, Inc. an affiliate
substantially owned and controlled by Mr. Duwaik, TVCN's
president; 190,000 shares are in the name of American Technology
and Information, Inc. an affiliate substantially owned and
controlled by Mr. Duwaik and 950,233 shares directly owned by a
brother of Mr. Duwaik, but over which Mr. Duwaik retains voting
power.
Omar A. Duwaik (56) has been the President, CEO and Director of
TVCN since its inception on July 7, 1987. Mr. Duwaik has been
involved in the telecommunications, aerospace and electronic
industries for the past 27 years. In 1980, Mr. Duwaik joined
Multichannel Distribution of America, Inc. ("MDA"), in Denver as
its President. In 1983, MDA submitted 413 applications to the
FCC, of which 71 were granted to MDA, with no competition, and
through a lottery process, about forty more conditional licenses
were granted by the FCC. For MDA, Mr. Duwaik constructed the
first Wireless Cable Station in the U.S. in San Luis Obispo,
California in 1984. Under his direction, three more stations
were constructed in Kansas and Alabama. By 1994, TVCN had ten
wireless cable TV stations, of which three were sold for about
$17.5 million. Mr. Duwaik received a BS Degree in electrical
Engineering, a BS Degree in Computer Science and an MS Degree in
Electrical Engineering Communications from Oregon State University
in 1971. Mr. Duwaik owns or controls 64,912,382 shares of Common
Stock. Mr. Duwaik is employed on a full-time basis with the Company
and is compensated at the rate of $108,000 a year, of which $54,079
is paid in cash, and the remaining balance is deferred until such
time as more funds become available to TVCN.
Armand L. DePizzol (68) - President of Alert Credit Bureau, Inc.
and CEO of National Direct Connect Corporation. Mr. DePizzol
holds an MA in Economics and a BS in Business Administration. He
was President of American Technology & Information, Inc. ("AT&I")
from 1986 - 1987 and was in charge of all operations for that
company. This was during the period when AT&I operated the very
first wireless multichannel TV station in the country. Prior to
that, Mr. DePizzol spent seven years overseas with the
International Department of CitiBank of New York. During this
period he conducted extensive credit and operational examinations
of some thirty foreign bank branches. Mr. DePizzol was also
employed by the Federal Reserve Bank. He acted as a consultant to
the First Bank of Denver, which became First Interstate Bank.
Recently, he directed the growth of a transportation company from
nine units to more than forty units within a six-month period. He
has helped obtain financing for several turn-around companies and
he also holds various patents.
Kenneth D. Roznoy (52) - Vice President, Secretary and Director.
Mr. Roznoy returned to TVCN on a free-lance basis in September of
1996 and was re-hired on a full-time basis on February 9, 1997 as
Vice President of Business Development. Mr. Roznoy joined TVCN
in 1987, and served as a Director of TVCN from 1989 - October 1994.
During his two-year sabbatical he worked as a consultant for Elitch
Garden in Denver and CHILDRENS CABLE NETWORK in Denver and Burbank,
California. Prior to joining TVCN in 1987, Mr. Roznoy had been
employed by American Technology and Information, Inc. ("AT&I") in
Denver, Colorado since January 1, 1987 as its Vice President and Public
Relations Director. From 1981 to 1987, Mr. Roznoy was working for
KDR Production providing entertainment-related services for
businesses and non-profit organizations in Denver, Colorado. From
1978 to 1981, Mr. Roznoy worked for Commonwealth Theaters in
Denver, Colorado and Dallas, Texas as Advertising Director. At
Mulberry Square Productions, in Dallas, Texas from 1975 to 1978,
Mr. Roznoy helped promote "Benji" into an international movie star
with films and TV shows grossing in excess of $100 million.
Mr. Roznoy is employed on a full-time basis with TVCN and is
compensated at the rate of $32,500.00 a year.
None of the Nominees is or has been within the past 5 years
involved in any legal proceeding subject to the reporting
requirements of Regulation 14A.
On January 3, 2000, in a related party transaction and, in
connection with the conversion of certain debt and other
consideration, the Company agreed to issue to its President, Omar
A. Duwaik, 17,633,334 restricted shares of its common stock. The
total consideration given for the restricted shares was the
conversion to equity of debt in the amount of $850,000, and a
$100,000 bonus that was granted to Mr. Duwaik in 1995, but was
never paid, and $108,000 in salary reductions incurred by Mr.
Duwaik in 1999 and 2000. The shares were issued based upon
Management's $1,058,000 calculation of the value of the assets
relinquished. Mr. Duwaik participated in the discussion and vote
of the board of directors in approving this issuance. (This
information also appears below in Proposal 3).
Currently, TVCN has no standing Audit, Nominating or Compensation
committees or committees that perform similar functions, other
than the Board of Directors. The Board held three meetings during
the last fiscal year, and no director attended less than 75% of
the aggregate of those meetings, either in person or
telephonically.
COMPENSATION PLAN
Incentive Stock Option Plan:
Effective July 14, 1987, TVCN adopted an incentive Stock Option
Plan for Company executives and key employees. TVCN has reserved
2,000,000 common shares for issuance pursuant to the plan. The plan
provides that no option may be granted at an exercise price less than
the fair market value of the common shares of TVCN on the date of
grant. To date, no options have been granted pursuant to the plan.
Under current terms, the plan will terminate in 2007.
OTHER COMPENSATION BENEFITS
The Company currently pays its Executive Officer and Chairman of
the Board of Directors, Omar A. Duwaik, compensation in the amount
of $108,000, of which $54,079 is payable in cash and the
remainder is deferred until such time as more funds become
available to the Company. No other officer, director or employee
of the Company receives compensation equal to or greater than
$100,000. The Company does pay two officers of its wholly owned
subsidiary compensation that is equal or greater than this amount.
Glen L. Clark, the President of Reema International, Inc. is paid
a salary of $150,000.00 and Robert L. Bighouse, Reema's General
Manager, is paid a salary of $100,000.00.
The Company offers health benefits to all employees, but the
cost of the health benefit, which is comprised of medical
insurance, is paid by the enrollee. Currently, the Company has
no retirement plan.
No stock option or Stock Appreciation Rights ("SAR") grants
were awarded during the last fiscal year. No aggregated option
SAR exercises were awarded during the last fiscal year.
Therefore, fiscal year end Option/SAR values and long term
Incentive Plan Award Tables have been omitted.
Section 16(a) Beneficial Ownership Reporting Compliance. To the
Company's knowledge, no officer, director or beneficial owner of
at least ten percent of the Company's Common stock was remiss in
his reporting obligations on Forms 3, 4 and 5 during the Company's
most recently concluded fiscal year.
The Board of Directors Recommends a Vote FOR All Nominees.
PROPOSAL 2 - TO APPROVE THE SPIN-OFF OF REEMA INTERNATIONAL CORPORATION
WITH AN ANTICIPATED INITIAL PUBLIC OFFERING IN THE FUTURE.
The Board of Directors has voted to approve a plan to spin-off its
wholly owned subsidiary, Reema International Corporation ("Reema").
The Plan calls for the Board of Directors to declare a stock dividend
of new Reema International Corp. shares to all qualified TVCN shareholders.
"Qualified" shareholders are those that are holders of record of TVCN's
common stock as of September 8, 2000, and whose holders were not required
to surrender their certificates under the terms of the settlement of that
certain litigation known as Frederick v. TV Communications Network, Inc.,
Civil Action 94-WM-837 (federal district court for the District of Colorado).
The Reema shares will be delivered to qualified TVCN shareholders of
record as of September 8, 2000. As of the date of this Proxy Statement,
no date has been selected for the distribution of the Reema shares to the
qualified TVCN shareholders.
The ratio of Reema shares to be distributed per TVCN shares will be one
for one. The number of shares of Reema common stock that holders of shares
of TVCN stock will receive will be based on the actual number of shares
of TVCN stock outstanding on the record date. Based on approximately
68.5 million shares of TVCN common stock outstanding as of September 8,
2000, there would be 68.5 million shares of Reema common stock distributed.
Upon the effective spin-off of Reema and the arrival of the declaration
date for the Reema stock dividend, TVCN will mail to each qualified TVCN
shareholder one share of Reema International Corporation common stock.
While Reema is wholly owned by TVCN, Reema has no shares outstanding as
of this date.
The Board of Directors believes that the spin-off plan follows through
on its commitment to maximize shareholder value, as communicated in
recent years. Management believes that the establishment of two fully
independent and publicly traded companies will maximize both companies'
focus and ability to strengthen their positions in their respective markets.
As of this date, we have not sought an independent third party fairness
opinion, nor entered into a Transitional Services Agreement with Reema.
Management anticipates taking these steps in due course.
TVCN has not applied to the Internal Revenue Service for a ruling as to
whether the Reema spin-off will be tax free to shareholders for U.S.
federal income tax purposes. Such an application is expected.
Presently, there are no stock options issued and outstanding by either
TVCN or Reema. As a result, there is no information to report pertaining
to adjustments in the quantity and exercise prices for outstanding options.
In the event that either company were to grant stock options prior to the
record date, then Management would evaluate whether any adjustments would
be necessary.
An information statement will be mailed to TVCN shareholders of record,
as soon as practicable. The information statement will describe
the final distribution as well as information on how to calculate the
share cost basis.
Management anticipates that Reema will conduct an initial public
offering of its shares at or near to the time that the spin-off occurs.
There is no guarantee that such a public offering will be successful and
Management can not estimate the per share value for Reema common stock
at any future date.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL 3 - TO RATIFY MANAGEMENT'S DECISION TO CONVERT CERTAIN
DEBT AND OTHER CONSIDERATION, OWED BY THE COMPANY TO ITS
PRESIDENT, OMAR A. DUWAIK, TO EQUITY AND TO ISSUE TO HIM
17,633,334 SHARES OF COMMON STOCK.
On January 3, 2000, in a related party transaction and, in
connection with the conversion of certain debt and other
consideration, the Company agreed to issue to its President, Omar
A. Duwaik, 17,633,334 restricted shares of its common stock. The
total consideration given for the restricted shares was the
conversion to equity of debt in the amount of $850,000, and a
$100,000 bonus that was granted to Mr. Duwaik in 1995, but was
never paid, and $108,000 in salary reductions incurred by Mr.
Duwaik in 1999 and 2000. The shares were issued based upon
Management's $1,058,000 calculation of the value of the assets
relinquished. Mr. Duwaik participated in the discussion and vote
of the board of directors in approving this issuance.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL 4 - TO RATIFY MANAGEMENT'S DECISION TO SELL THE OFFICE
BUILDING IN DENVER.
The Company has sold the TVCN building in the amount of one
million two hundred thousand dollars ($1,200,000.00) to the Asian
Pacific Cooperative Association d/b/a Asung Hyup Johapp. Since
TVCN sold the major TV market operations in 1993 and 1994 it has
pursued with diligence the new Gas-to-Liquid Project. None of the Gas
project's operations would be located in Denver (except executive
oversight), so Management believes an advantage is realized by
divesting the building while the realty market is strong. The Company
is leasing its current office space (approximately 3600 square feet)
for the next three years at the rate of $3625/month. As part of the
purchase price, the first two years of the lease are billed at $0 in
that they were pre-paid in the sale price. The building was acquired
in 1990 from an affiliated company substantially owned and controlled
by TVCN's president Mr. Duwaik, in a non-arms-length transaction. The
original purchase price was $930,000 payable in the form of
issuing 380,000 shares of TVCN's Class C preferred stock, and the
assumption of a loan of $550,000 carrying an annual interest of
10%. In 1997, the 380,000 preferred shares were converted to
190,000 restricted shares of TVCN's common stock. No interest or
dividends were ever paid or distributed by TVCN on such preferred
stock. The current book value of the building is $896,208. The
net selling price of $1.135 is expected to generate a net gain of
about $240,000.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL 5 - TO RATIFY MANAGEMENT'S DECISION TO SELL THE WAREHOUSE
BUILDING IN DETROIT
In connection with the acquisition of the Wireless Cable TV
station in Detroit from the Microband Companies in 1990,
we acquired a warehouse building for a purchase
price of $220,000, payable over two years. In connection with the
sale of the Detroit wireless station in September 1993 to Eastern
Cable Network Corp., which subsequently sold the system
to People's Choice TV, we entered into a lease agreement with
the buyer(s) at the lease rate of $4000/month. The lease expired
in March of 1999. The warehouse has been vacant since that time.
Since then, we have been attempting to find a customer to either
lease or buy the warehouse. The Company accepted an offer to buy
the warehouse for $200,000. The sale resulted in a net gain to
the Company of about $22,000.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL 6 - TO RATIFY MANAGEMENT'S DECISION TO SELL PLANET
INTERNET TO BEWELL NET (A PRIVATE COMPANY) FOR $1.76 MILLION IN
PRIVATE STOCK
On February 16, 1996 TVCN incorporated its wholly-owned
subsidiary, Planet Internet Corp. as an Internet Service
Provider. Planet Internet provided internet service to
subscribers. By March 31, 1999, Planet had 836 subscribers, and
was running a negative cash flow of about $40,000 per month. On
May 18, 1999, TVCN signed an agreement to sell certain assets
with the purchaser "BeWell Net Corp." of Parker, CO assuming
certain liabilities of Planet Internet Corp. The net sale price
was $1,508,640 payable in common stock of BeWell Net. Accordingly,
we received 301,728 shares of the common stock of BeWell Net valued
at $137,170 which reflects the carrying value of the net assets of
Planet Internet while deferring the gain of $466,286 until realized.
TVCN has allocated but has not transferred yet 80,000 shares to
various employees as performance bonuses. The 301,728 shares of
BeWell Net represents 3.85% of the total issued and outstanding
shares of BeWell Net's common stock. BeWell Net is a private
company and has no public trading market for its stock. TVCN
continued to assume certain debt responsibilities of Planet in the
amount of $53,515. The sale was completed in August, 1999, and
accounted for as an investment in BeWell Net stock.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL 7 - RETAINING THE INDEPENDENT AUDITING FIRM
On April 12, 1999 TVCN signed an engagement letter with the
auditing firm of Ehrhardt Keefe Steiner & Hottman PC of 7979 East
Tufts Avenue, Suite 400, Denver, Colorado 80237 ("EKSH" or
"Auditors"). The Board has reselected EKSH as TVCN's auditors for
the fiscal year ending March 31, 2001 and recommends that the
shareholders ratify and approve this consideration.
During TVCN's last fiscal year and the interim periods there were
no disagreements with the accountants on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.
The Board of Directors Recommends a Vote FOR this Proposal.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
In April 2000, the Company signed an engagement letter
with the auditing firm of Ehrhardt Keefe Steiner & Hottman PC
("EKSH" or "Auditors"). EKSH also audited TVCN's financial records
for the fiscal years ended March 31, 1993-1999 and had restated TVCN's
financial records for 1992. The Auditor audited TVCN's financial
records for fiscal year 2000 and assisted TVCN in the preparation
of the Company's Annual Report on Form 10-KSB, which was filed on
July 14, 2000.
A representative(s) of EKSH may be available at the Annual Meeting
to respond to any questions and make a statement.
The principal accountants' report on the financial statements of
the fiscal year 2000 contained no adverse opinions, nor was it
qualified as to uncertainty, audit scope, or accounting
principles.
OTHER BUSINESS AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of TVCN who desires to submit a proper
proposal for inclusion in the Proxy materials relating to the next
Annual Meeting of Shareholders must do so in writing and according
to TVCN's By Laws. Pursuant to the By Laws of the Company, for
any matter (other than proposals made by Management) to be
properly brought before the 2001 Annual Meeting of Shareholders by
a Shareholder, the other matter must be a proper subject for
stockholder action. The stockholder proposing to bring such other
matter must be entitled to vote at the 2001 Annual Meeting of
Shareholders and must deliver written notice describing such other
matter, which written notice must be received by the Secretary of
the Company, at TVCN's principal office in Denver, Colorado on or
before March 31, 2001.
FINANCIAL INFORMATION AND ANNUAL REPORT
The Company's audited financial statements appear in its
annual report contained on Form 10-KSB as filed with the
Securities and Exchange Commission on July 14, 2000. A
copy of this annual report is contained within the envelope mailed
to you enclosing this proxy statement. The financial information
contained in the Company's annual report is incorporated herein by
this reference.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
Upon written request, the Company will provide, without a charge,
a Copy of its annual report on form 10-KSB for the fiscal year
ended March 31, 2000, to each shareholder of record or to each
shareholder who owned common stock of the Company listed in the
name of a bank or Broker, as nominee, at the close of business on
September 8, 2000. Any Request by a shareholder for the Company's
annual report on form 10-KSB should be mailed to the Company's
secretary, TV Communications Network, Inc., 10020 East Girard
Avenue, suite 300, Denver, CO 80231.
The above Notice of Annual Meeting of Shareholders and Proxy
statement are sent by order of the Board of Directors.
/SS/Kenneth D. Roznoy
Kenneth D. Roznoy, Secretary
Denver, Colorado
September 18, 2000
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