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NATIONAL ADVERTISING GROUP, INC.
665 N.E. 195th Street, Suite 423
North Miami Beach, Florida 33179
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Report Pursuant to Rule 14f-1 of
the Securities Exchange Act of 1934
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To the Shareholders of
National Advertising Group, Inc.:
This information statement is being mailed commencing on or about June
6, 1997 to shareholders of record as of June 6, 1997, of National Advertising
Group, Inc., a Florida corporation (the "Company"), in connection with a pending
change in the majority of the Company's Board of Directors. On May 22, 1997,
pursuant to the written action of the sole director of the Company, the size of
the Company's Board of Directors was increased to two members and Eric J. Rentz
was appointed to fill the vacancy on the Company's Board of Directors created by
such increase. Pursuant to an understanding between the Company and
Inter-Global Investments, Inc., the Company's principal shareholder, it is
anticipated that Angel L. Lorie, Jr. will resign as a member of the Company's
Board of Directors and James Chow will be appointed to fill the vacancy on the
Company's Board of Directors created by the resignation. See "Security Ownership
of Certain Beneficial Owners and Management" and "Recent Change in Control."
By Order of the Board of Directors
James Chow,
President
North Miami Beach, Florida
June 6, 1997
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OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on June 6, 1997, there were 10,000,000 shares
of the Company's common stock, $0.001 par value per share ("Common Stock"),
outstanding. Holders of Common Stock are entitled to one vote for each share
held.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 6, 1997, the number of
shares of Common Stock of the Company that were owned beneficially by (i) each
person who is known by the Company to own beneficially more than 5% of its
Common Stock, (ii) each Director and nominee for Director, (iii) each of the
named executive officers listed in the Summary Compensation Table (see
"Executive Compensation"), and (iv) the officers and Directors (including the
nominee for Director) of the Company as a group:
NAME AND ADDRESS OF COMMON STOCK
BENEFICIAL OWNER (1) BENEFICIALLY OWNED
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SHARES PERCENT
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Inter-Global Investments, Incorporated (2) 9,000,000 90%
James Chow (2) (3) 9,000,000 90%
Magnum Ltd. (4) 500,000 5%
Eric J. Rentz (2) 0 0%
All Directors and officers as a group 9,000,000 90%
(2 persons)
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(1) All shares are owned directly unless otherwise indicated.
(2) Principal address is 665 N.E. 195th Street, Suite 423, North Miami Beach,
Florida 33179.
(3) James Chow is the President, Treasurer, and Secretary of the Company and
is the sole shareholder of Inter-Global Investments, Incorporated. It is
anticipated that upon the resignation of Angel L. Lorie, Jr. from the
Company's Board of Directors, Mr. Chow will be appointed to fill the
vacancy on the Company's Board of Directors created by such resignation.
(4) Principal address is 1221 Brickell, Suite 907, Miami, Florida 33131.
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RECENT CHANGE IN CONTROL
On May 22, 1997, Inter-Global Investments, Incorporated, a Florida
corporation ("Inter-Global"), purchased from Florida Atlantic Group, Inc., a
Florida corporation, 9,000,000 shares of the Company's common stock for an
aggregate purchase price of $85,000 or approximately $.01 per share. The source
of the consideration paid for such shares was Inter-Global's working capital.
As a result of the stock purchase, Inter-Global beneficially owns 90% of the
Company's outstanding Common Stock. In connection with the stock purchase, the
size of the Company's Board of Directors was increased to two members and Eric
J. Rentz was appointed to fill the vacancy on the Company's Board of Directors
created by such increase. The Company has filed with the Securities and
Exchange Commission and distributed to all its shareholders of record a Report
pursuant to Rule 14f-1 of the Securities Exchange Act of 1934, as amended (the
"Report"), advising that there is a pending change in the majority of the Board
of Directors of the Company. Ten days subsequent to the distribution of the
Report, Angel L. Lorie, Jr. will resign as a member of the Company's Board of
Directors and James Chow will be appointed to fill the vacancy on the Company's
Board of Directors created by such resignation.
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
Name Age Position
- ---- --- --------
Eric J. Rentz 41 Director
James Chow 40 President, Treasurer,
Secretary and Director Nominee
ERIC J. RENTZ was appointed to the Company's Board of Directors on May
22, 1997. Dr. Rentz is a Doctor of Osteopathic Medicine. Dr. Rentz has served
as the medical director for Physical Medicine Services, P.A. in Hallandale,
Florida since 1995. Dr. Rentz served as the Medical Director of Physical
Medicine Division in Dania, Florida from 1994 through 1995. From 1993 through
1995 Dr. Rentz conducted private medical research in cell membrane
permeability in North Miami Beach, Florida.
JAMES CHOW was appointed as the Company's President, Treasurer and
Secretary on May 22, 1997. It is anticipated that Mr. Chow will fill the
vacancy created on the Company's Board of Directors by virtue of the pending
resignation of Angel L. Lorie, Jr. Mr. Chow currently serves as the sole
director and is the sole shareholder of Inter-Global. The primary business of
Inter-Global is financial consulting and investing. Mr. Chow has been a
Certified Public Accountant since 1981. Mr. Chow served from 1996 to 1997 as
the Regional Financial Controller to Miramar Hotel & Investment Co. Ltd., Hong
Kong ("Miramar Hotel"). From 1993 to 1996 Mr. Chow served as the financial
controller to Nan Hai Hotel, Sehnzhen, People's Republic of China, a hotel
managed by Miramar Hotel. From 1992 until 1993, Mr. Chow served as the Assistant
Vice President for Finance and Control for Miramar Hotel. From 1987 until 1992
Mr. Chow served as a senior auditor to the accounting firm of Miller, Kaplan,
Araise & Company, Los Angeles, California.
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COMMITTEES
Currently, the Company does not have a standing audit, nominating or
compensation committee of the Board of Directors.
ADDITIONAL INFORMATION CONCERNING DIRECTORS
The Board of Directors of the Company did not hold any meetings during
the fiscal year ended December 31, 1996. The Company's sole director took
action by written consent during the year.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation awarded to, earned by or
paid to each of the Company's Chief Executive Officer and the four most highly
compensated executive officers during fiscal 1996. Information with respect to
salary, bonus and other annual compensation is included for the 1994, 1995 and
1996 fiscal years for the officers who were here during those years. The
Company has not granted any stock appreciation rights, LTIPs, options nor paid
compensation that would qualify as "All Other Compensation" during fiscal 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION
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Salary and Other Restricted
Name and Principal Position Fiscal Year Bonus Compensation Stock Awards
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<S> <C> <C> <C> <C>
Angel L. Lorie, Jr. 1994 0 0 0
President and Chief 1995 $ 7,380 0 $8,380(1)
Executive Officer 1996 0 0 0
All Executive Officers
as a Group (the only 1994 0 0 0
executive officer is Angel 1995 0 0 $8,380(1)
L. Lorie, Jr.) 1996 0 0 0
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</TABLE>
(1) On September 1, 1994, Angel L. Lorie tendered to the Company 650,000 shares
of Common Stock (as adjusted for the 1 for 10 reverse stock split effected
April 10, 1997). The Company retired the shares at that time. On March 15,
1995, the Company issued 838,000 (as adjusted) shares of Common Stock to
Florida Atlantic Group, Inc., a company controlled by Mr. Lorie ("Florida
Atlantic"), in exchange for services rendered to the Company and $1,000 in
expenses paid. On April 25, 1997, the Company issued 9,000,000 shares of
Common Stock to Florida Atlantic in exchange for services rendered to the
Company by Mr. Lorie.
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CERTAIN TRANSACTIONS WITH MANAGEMENT
On April 25, 1997, the Company issued 9,000,000 shares of Common Stock
to Florida Atlantic in return for services rendered by Mr. Lorie to the
Company and $1,000 in expenses paid.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock. Officers, directors and greater than 10 percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, Angel L. Lorie, Jr. did not comply with
Section 16(a) filing requirements during the most recent fiscal year and in
prior fiscal years. On August 15, 1993, Mr. Lorie was elected to the Board of
Directors of the Company and received 650,000 (as adjusted to reflect a 1 for 10
reverse stock split) shares of Company Common Stock in consideration of
services rendered to the Company. On March 3, 1995, the Company issued
838,000 (as adjusted) shares of Common Stock to Florida Atlantic, a company
controlled by Mr. Lorie, in consideration of services rendered to the Company
by Mr. Lorie. To the Company's knowledge. Mr. Lorie has not filed any
beneficial ownership reports.
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