BAOA INC
PRES14C, 2000-08-30
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
Previous: AUL AMERICAN INDIVIDUAL UNIT TRUST, N-30D, 2000-08-30
Next: CORAM HEALTHCARE CORP, SC 13D/A, 2000-08-30



<PAGE>   1

             INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[X]  Preliminary Information Statement

[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))

[ ]  Definitive Information Statement

                                  BAOA, INC.*
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required

[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) 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:

Send copies of communications and comments on this Preliminary Information
Statement to both:

          Marcus A. Sanders, Esq.
        555 Whitehall Street
        Atlanta, GA 30303
        Tel: (404) 222-0760
        Fax: (404) 222-0340
<PAGE>   2

                                   [BAOA LOGO]

                              555 WHITEHALL STREET
                               ATLANTA, GA 30303
                                 (404) 222-0760
                              FAX: (404) 222-0340

September   , 2000

Dear Shareholders:

     You are cordially invited to attend the Special Meeting of the Shareholders
("Special Meeting") of BAOA, Inc. (the "Company") which will be held at the
BAOA, Inc. Offices, 555 Whitehall Street, Atlanta, GA 30303, on Wednesday,
October 4, 2000, 9:00 a.m., Eastern Daylight Time. You may call us at (404)
222-0760 for directions to the meeting.

     You may also attend the meeting via telephone by calling [GIVE
INSTRUCTIONS]

     WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. If, however, you elect not to attend the Special Meeting, you may vote by
mail, by completing, signing, dating, and returning the enclosed Voter Card
promptly in the accompanying reply envelope. If you decide to attend the Annual
Meeting, you may do so and vote in person at the Special Meeting.

     In 1997, BAOA's management initiated its strategy of developing and
operating telemarketing call centers ("Call Centers") in federally designated
Empowerment Zones, throughout the United States. We recognized a growing demand
by large companies for the services of professional Call Centers. We saw an
opportunity to increase the projected profitability of our Call Centers, by
placing our operations in major urban centers, and thereby, capitalizing on the
advantages offered by the Presidential Initiative and federal legislation known
as "The Empowerment Zone/Enterprise Community Initiative."

     The dynamic changes in the telecommunication industry have caused long
distance phone rates to drastically decrease over the past three years, due to
satellite technology enabling the creation of private networks, consequently
making the cost of an off-shore call as cheap as a domestic long distance call.
This phenomena has created an opportunity for a labor intensive business which
heavily uses long distance phone calls to generate income.

     [BAOA, DOING BUSINESS AS CALL-SOLUTIONS, PRIMARY BUSINESS STRATEGY HAS
SHIFTED TO TAKE ADVANTAGE OF THIS PHENOMENA BY OPENING CALL CENTERS OFF-SHORE IN
ENGLISH SPEAKING COUNTRIES WHICH HAVE A COMPELLING LABOR POOL FROM WHICH TO
SELECT WORKERS.] In many foreign English speaking countries, the cost of living
is substantially less than living in the U.S.A.; therefore the cost of labor for
low-technology employment positions is much more feasible than in the U.S.A.

     BAOA has opened a Call Center in Montego Bay, Jamaica and has full time
teleservice representatives to service its corporate clients. The company plans
to increase the number of teleservice representatives to at least 50 during the
first 9 months of 2000 and up to 100 before close of the first quarter of 2001.

     The Company believes that the affordable labor rate will significantly
increase its profitability on call center projects. This factor will also allow
the company to train its teleservice representatives for new sales and marketing
campaigns at extremely competitive rates. This ability to re-train its
teleservices representatives at an affordable rate will make the company's call
centers more competitive in the marketplace.

     The Company is now, secondarily focused on opening call centers in
federally designated Empowerment Zones throughout the United States.
<PAGE>   3

     The Empowerment Zone benefits include loans, investment tax credits and
energy credits. These incentives significantly enhance the profitability of
starting these businesses while minimizing the risk of failure.

     The Company has received a commitment letter of $3.5 million in debt
financing by the Atlanta Empowerment Zone. We are, waiting for the loan to be
funded. The Call Center project in Atlanta substantially meets one of the chief
Empowerment Zone prerequisites of job creation. Each domestic Call Center could
potentially create up to 500 new teleservice jobs.

     The Company still plans to open Call Centers in New York and Los Angeles
based upon commercial feasibility.

     This shift in the Company's mission has permitted us to implement our core
business plan. For the first time since the Company's inception, earnings will
be reported on the 10-Q filing.

     In the past, the Company's under capitalization prevented it from securing
debt or equity financing. Now that the company has an ongoing core business plan
implemented, it is now time to reconstruct our capital market in order to assure
the company's continued growth.

     The Company can become a leader in the following areas:

     (a) Direct-to-consumer marketing

     (b) Outsourced teleservices from international corporations

     (c) Outsourced internet commerce transaction base

     (d) Outsourced internet customer services provider for web site and other
         e-commerce transactions

     We now need to restructure our capital market in order to:

     (1) Make our stock harder to be devalued by short trading.

     (2) Place the Company in a position to receive significant equity financing
in order to compete in future technology growth.

     (3) Add value for shareholders based upon what the Company will earn in
         future months.

     To meet these goals, the Board of Directors, on August   , 2000, met and
unanimously resolved the following:

Resolution 1:

     Subject to Shareholder approval, the Board of Directors of this Corporation
     has adopted and approved an amendment of the Articles of Incorporation of
     this Corporation to reverse split each of the issued and outstanding of
     Common Stock of this Corporation into 4,364,280 shares of Common Stock;

     In conjunction with the Reverse Split, the total number of common shares
     that the Company is authorized to issue shall be 90,000,000 common shares
     after giving effect to the Reverse Stock split. The Articles of
     Incorporation will be amended to reflect that the total number of shares of
     capital stock that the Corporation is authorized to issue 100,000,000. The
     total number of shares of Preferred Stock that the Corporation is
     authorized to issue is 10,000,000 shares.

     Upon the amendment of Articles of Incorporation the shares of Common Stock
     will be divided into 1/20 share of Common Stock. Therefore the Company's
     common shares will undergo a 20:1 reverse split pursuant to which every
     common share of the Company's then issued and outstanding shall be changed
     into one-twentieth ( 1/20) of a common share.

     No fractional shares will be issued pursuant to said reverse split. Each
     fractional share of Common Stock will be rounded up to equal one whole
     share of Common Stock.

                                        2
<PAGE>   4

     The officers are authorized and directed to apply to the Commissioner of
     Corporations, or equivalent agencies in other jurisdictions, for any
     necessary qualification of the issuance of securities pursuant to the
     reverse stock split.

     Upon the qualification of the issuance by various states where shareholders
     reside, the officers of this Corporation are authorized to cause to be
     prepared and execute, verify, and filed with the Secretary of State a
     Certificate of Amendment of the Articles of Incorporation of this
     Corporation relating to the reverse stock split.

     The officers of this Corporation are authorized and directed to take any
     further actions and to execute and deliver any further documents as will be
     necessary to effect the reverse stock split, the qualifications, and the
     amendment to the Articles of Incorporation of this Corporation.

Resolution 2

     Upon Shareholder approval, the Articles of Incorporation will be amended to
     reflect that the name of the Corporation will be changed to Call Solutions
     Inc. or a substantially similar name.

Resolution 3

     Upon Shareholder approval Richard Levychin, Kahn Boyd Levychin, LLP is
     selected as independent public accountants to audit the books, records and
     accounts of the Company and its subsidiary.

Resolution 4

     That the Corporation's OTC trading symbol from should be changed from BAOA
     to KALL, CSOL, ZONE, DIAL, CSCI, CALLS, or other such available trading
     symbol, which the Board of Directors deems appropriate.

Resolution 5

     Upon the Shareholders' approval of the reverse split, the Company issue to
     all of holders of the Company's Common Stock rights or warrants permitting
     each holder to purchase up to two shares of common stock of the Company for
     each share held by them immediately following the reverse split. The first
     warrants ("A Warrants") shall be exercisable upon their issuance $1.00 per
     share, and the second warrants ("B Warrants") shall be exercisable at $1.50
     per share. The date of exercise shall be the date that the right or warrant
     is duly surrendered to the Company's transfer agent for exercise, with
     proper payment attached, and every exercise shall be deemed made after the
     market close on the date of exercise.

     There shall be a time limit placed on the warrants of sixty days. The terms
     of the warrant shall be determined by the Board of Directors.

     Prior to distribution, such rights or warrants, the common stock
     purchasable upon the exercise of the rights or warrants shall be registered
     under the Securities Act of 1933 on an appropriate form.

Resolution 6

     There shall be a special meeting of the shareholders held on October 4,
     2000, at the Company's offices located at 555 Whitehall Street, Atlanta, GA
     30303.

Resolution 7

     Two Hundred and Twenty convertible preferred shares were issued to several
     consultants and employees owed shares and salaries for services rendered to
     the Corporation. Upon Conversion, these shares will convert into 50,000,000
     shares of common stock. After the reverse stock split, the shareholder's
     right of conversion of these preferred shares will be reduced by the
     reverse split to approximately 2,500,000 shares, as if preferred shares had
     been converted on the effective date of the reverse. Pursuant
                                        3
<PAGE>   5

     to the rights of the preferred shares, until the Preferred Shares are
     converted into Common Stock, the Preferred Shareholders have the right to
     vote the number of shares they would receive if their Preferred Shares were
     converted in to common stock on the record date applicable to the matter to
     be determined by the shareholder vote.

     At the Special Meeting of the Shareholders, you will be asked to vote on
the approval of the follow resolutions:

     - To vote upon the proposal to amend the Articles of Incorporation and
       approve the reverse stock split of the issued and outstanding shares of
       the BAOA's issued and outstanding shares of Common Stock;

     - To vote upon a proposal that in conjunction with the reverse split, that
       the number of authorized shares of Common Stock shall be 90,000,000
       common and 10,000,000 preferred shares authorized after the Reverse
       Split;

     - To ratify the Board's action to change the Company's name to Call
       Solutions Inc.; and

     - To ratify the Board's appointment of independent public accountant and/or
       auditor.

     Details of the business to be conducted at the Special Meeting are given in
the attached Notice of Special Meeting and Information Statement. We look
forward to seeing you at the Special Meeting.

                                          /s/ Peter Van Brunt
                                          --------------------------------------
                                          Peter Van Brunt
                                          President and Chief Executive Officer
                                          Atlanta Georgia

                                        4
<PAGE>   6

                                   BAOA, INC.

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

<TABLE>
<S>                      <C>
MEETING DATE:            WEDNESDAY, OCTOBER 4, 2000
MEETING TIME:            9:00 A.M., EASTERN DAYLIGHT TIME
MEETING LOCATION:        555 WHITEHALL STREET
                         ATLANTA GEORGIA, 30303
</TABLE>

RECORD DATE: SEPTEMBER 7, 2000

     AGENDA:

     - To vote upon the proposal to amend the Articles of Incorporation and
       approve the reverse stock split of the issued and outstanding shares of
       BAOA's issued and outstanding shares of Common Stock;

     - To vote upon a proposal that in conjunction with the reverse split, that
       the number of authorized shares of Common Stock shall be 90,000,000 and
       10,000,000 preferred common shares authorized after the Reverse Split;

     - To ratify the Board's action to change the Company's name to
       Call-Solutions, Inc.; and

     - To ratify the Board's appointment of independent public accountants
       and/or auditor.

     The foregoing items of business are more fully described in the Information
Statement accompanying this Notice. The record date for determining those
shareholders who will be entitled to vote at, the Special Meeting and at any
adjournment thereof is August 28, 2000. The stock transfer books will not be
closed between the record date and the date of the Special Meeting. A list of
shareholders entitled to vote at the Annual Meeting will be available for
inspection at the offices of the Company.

     WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. If, however, you elect not to attend the Special Meeting, you may vote by
mail, by completing, signing, dating, and returning the enclosed Voter Card
promptly in the accompanying reply envelope. If you decide to attend the Annual
Meeting, you may do so and vote in person at the Special Meeting.

ADMISSION

     All stockholders and representatives whom stockholders have authorized in
writing are cordially invited to attend the Special Meeting. We will hold the
Special Meeting at 555 Whitehall Street, Atlanta, Georgia, 30303.

     You may also attend telephone conference, by [instructions]. You will not
be able to vote by telephone.

VOTING

     Stockholders owning the Company's stock at the close of business on the
Record Date, or a representative whom a stockholder has authorized in writing,
are entitled to vote at the Annual Meeting. Please refer to page 1 of the
attached Information Statement for an explanation of the Company's voting
procedures.

STOCKHOLDER LIST

     The Company will make available on the Meeting Date at the BAOA, Inc.
Administrative Offices, a list of stockholders as of the Record Date. It will
also make a list available for ten (10) days prior to the Special Meeting,
between the hours of 8:00 a.m. and 4:00 p.m. at our executive office 555
Whitehall Street, Atlanta, Georgia, 30303.

     We are distributing this information statement and voting card on or about
August 31, 2000.

By Order of the Board of Directors,

Corporate Secretary
<PAGE>   7

INFORMATION ABOUT ATTENDING

     We will hold the Special Meeting at 555 Whitehall Street, Atlanta 30303.
Seating will be limited. We will give stockholders priority in seating.
Depending on stockholder attendance, we may have seating for guests.

     Your voting card or ADP proxy will be your ticket to be admitted to the
Annual Meeting. Please have your ticket out and available when you reach the
meeting place.

     For stockholders who hold shares through a brokerage firm, bank, other
holder of record, your ticket is the copy of your latest account statement
showing your BAOA, Inc. Stock balance. Please present your account statement to
the registration area at the Special Meeting. You must also present sufficient
identification linking the individuals attending to the brokerage account.

     If you have any questions regarding the Special Meeting or require special
accommodations at the Special Meeting due to a disability, please write to the
Corporate Secretary identifying your specific need at 555 Whitehall Street,
Atlanta, GA 30303 by September 25, 2000.
<PAGE>   8

September   , 2000
BAOA INC.
555 WHITEHALL STREET
                                                           ATLANTA, GA 30303

                             INFORMATION STATEMENT

GENERAL INFORMATION

     WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. If, however, you elect not to attend the Special Meeting, you may vote by
mail, by completing, signing, dating, and returning the enclosed Voter Card
promptly in the accompanying reply envelope. If you decide to attend the Annual
Meeting, you may do so and vote in person at the Special Meeting.

     Your Board of Directors (hereinafter, "Board") encourages you to exercise
your right to vote by using one of the methods of voting described below.

METHOD OF VOTING

     VOTING BY MAIL AND BY FACSIMILE. Stockholders may sign, date and return
their Voter Cards in the pre-addressed, postage-paid envelope provided. For your
mail-in vote to be considered at the shareholders meeting, the envelope must be
postmarked no later than Monday, October 2, 2000. In order for your vote by
facsimile to be considered, your ballot must be sent to (404) 222-0340 no later
than 5:00 p.m. EST on October 3, 2000.

     VOTING IN PERSON. Stockholders may attend the Special Meeting and deposit
their Voter Cards in the ballot box(es) provided at the Special Meeting.

VOTE REQUIRED AND METHOD OF COUNTING

     At the close of business on the Record Date, there will be 87,285,587
shares of Common Stock outstanding and entitled to vote at the Special Meeting.
Each outstanding share common stock is entitled to one vote. Additionally there
will be 220 convertible preferred shares entitled to vote at the Special
Meeting. The Preferred Shareholders have the right to vote the number of shares
they would receive if their Preferred Shares were converted in to common stock
on the record date applicable to the matter to be determined by the shareholder
vote. The Preferred Shares equal 50,000,000 votes at the Special Meeting.

     A quorum, which is a majority of the outstanding shares as of the Record
Date, must be present to hold the Special Meeting. A quorum is calculated based
on the number of shares represented by the stockholders attending in person or
voting by mail. If you indicate an abstention as your voting preference in all
matters, your shares will be counted toward a quorum but they will not be voted
on any matter.

     The vote required and method of calculation is as follows for the various
business matters to be considered at the Special Meeting:

Item 1 -- AMEND THE ARTICLES OF INCORPORATION AND APPROVE THE REVERSE STOCK
SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK is approved if the
number of shares voted in favor is a majority of shares entitled to vote.

Item 2 -- TO MAINTAIN THE AUTHORIZED SHARES OF COMMON STOCK SO THAT THERE WILL
BE 90,000,000 COMMON SHARES AUTHORIZED AFTER THE REVERSE SPLIT is approved if
the number of shares voted in favor is a majority of shares entitled to vote.

Item 3 -- TO RATIFY THE BOARD'S ACTION TO CHANGE THE COMPANY'S NAME TO CALL
SOLUTIONS, INC., is approved if the number of shares voted in favor is a
majority of shares entitled to vote.
<PAGE>   9

Item 4 -- TO RATIFY THE BOARD'S APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS,
is approved if the number of shares voted in favor exceeds the number of shares
voted against. Abstentions and broker non-votes (i.e., when a broker does not
have authority to vote on a specific issue) do not affect the voting
calculations.

RECENT CHANGE OF CONTROL

     On August 30, 2000, the Board of Directors issued 220 convertible preferred
shares to several consultants and employees owed shares and salaries for
services rendered to the Corporation. Upon Conversion, these shares will convert
into 50,000,000 shares of common stock. After the reverse stock split, the
shareholder's right of conversion of these preferred shares will be reduced by
the reverse split, as if preferred shares had been converted on the effective
date of the reverse. Pursuant to the rights of the preferred shares, until the
Preferred Shares are converted into Common Stock, the Preferred Shareholders
have the right to vote the number of shares they would receive if their
Preferred Shares were converted in to common stock on the record date applicable
to the matter to be determined by the shareholder vote. At this election these
preferred shareholders can vote up to                .

     As a result of this issuance Peter Van Brunt holds the single largest block
of the Company's issued voting shares, and significant Company voting power. Mr.
Van Brunt, currently, serves as a Director, Chairman of the Board, and
President, and holds directly 22,954,546 (17.0%) of the issued and outstanding
shares of common stock.

AMEND THE ARTICLES OF INCORPORATION AND APPROVE THE REVERSE STOCK SPLIT OF THE
ISSUED, OUTSTANDING OR CONTRACTED SHARES OF COMMON STOCK
(Item 1 on the Voter Card)

     Your Board unanimously recommends amending the Company's Amended Articles
of Incorporation to reduce the issued and outstanding shares of stock by a 20:1
reverse split pursuant to which every common share of the Company's then issued
and outstanding shall be changed into one-twentieth ( 1/20th) of a common share.
The number of issued, outstanding and contracted shares will be decreased from
87,285,587 shares to 4,364,280 shares. The resolution in its entirety states:

          "WHEREAS, the authorized number of shares of Common Stock of this
     Corporation is 90,000,000, of which 87,285,587 shares of Common Stock is
     presently issued and outstanding;

     Article Four of the Articles of Incorporation will be amended to read as
follows:

     A. This Corporation is authorized to issue two classes of shares to be
        designated respectively Preferred Stock ("Preferred Stock") and Common
        Stock ("Common Stock"). The total number of shares of capital stock that
        the Corporation is authorized to issue 100,000,000. The total number of
        shares of Common Stock that the Corporation is authorized to issue is
        90,000,000 shares of $0.001 (on mil) par common stock. The total number
        of shares of Preferred Stock that the Corporation is authorized to issue
        is 10,000,000 shares of $0.001 (one mil) par stock.

     B. The Preferred Stock may be issued from time to time in one or more
        series. The Board of Directors of the Corporation is expressly
        authorized to fix the number of shares of any series of Preferred Stock,
        and to determine or alter the rights, preferences, privileges and
        restrictions granted to or imposed upon any wholly unissued series of
        Preferred Stock, and without requiring further action of the
        Shareholders of this Corporation, include as amendments to the Articles
        of Incorporation the resolutions adopted by the Board of Directors
        reflecting the rights, preferences, privileges and restrictions granted
        to or imposed upon any wholly unissued series of Preferred Stock, or
        matters relating to such Preferred Shares, as may be permitted by the
        California Corporations Code.

     Upon the amendment of this Article 4 to read as set forth above, each
outstanding share of Common Stock is divided into 1/20 share of Common Stock.

RESOLVED, FURTHER, that no fractional shares will be issued pursuant to said
reverse split. Each fractional share of Common Stock will be rounded up to equal
one whole share of Common Stock.

                                        2
<PAGE>   10

RESOLVED, FURTHER, that each of the officers of this Corporation is authorized
and directed to apply to any Commissioner of Corporations, or equivalent
agencies in other jurisdictions, for any necessary qualification of the issuance
of securities pursuant to the reverse stock split.

RESOLVED, FURTHER, that upon the qualification of the issuance by various states
where shareholders reside, the officers of this Corporation are authorized to
cause to be prepared and execute, verify, and file with the California Secretary
of State a Certificate of Amendment of the Articles of Incorporation of this
Corporation relating to the reverse stock split.

RESOLVED, FURTHER, that each of the officers of this Corporation is authorized
and directed to take any further actions and to execute and deliver any further
documents as will be necessary to effect the reverse stock split, the
qualifications, and the amendment to the Amended Articles of Incorporation of
this Corporation."

RESOLVED, that subject to stockholder approval, Article 4 of the Amended
Articles of Incorporation will be amended to read as follows:

     The total number of shares of Common Stock that the Corporation is
authorized to issue is 90,000,000 shares of $0.001 par value."

     If you approve the Reverse Stock split along with Item 2, there will be
90,000,000 shares authorized and approximately 4,364,280 shares of common stock
issued and outstanding, and 220 Employee Convertible Preferred Shares,
convertible into 2,500,000 of common stock. This will allow the Company to issue
additional shares for investments of equity capital into the Company for working
and growth capital; and for its employee benefit and option plan, and to issue
to all of holders (or their successors) of the Company's Common Stock rights or
warrants permitting each holder to purchase up to two shares of the Company's
common stock for each share held by the shareholders immediately following the
reverse split. The Board approved the issuance these warrants.

     Although the Company has no present plan to issue any of the following, by
the reverse split and by maintaining the authorization at 90,000,000 shares,
additional shares will be available for the declaration of stock splits, stock
dividends, acquisitions, and any other proper corporate purpose. The Company's
stockholders have not preemptive rights with respect to the issuance of
additional shares of the Company's stock. Once authorized in the amended
Articles of Incorporation, your Board may issue shares of the Company's Stock
without further authorization by the stockholders unless the Company is
otherwise required to obtain stockholder approval by applicable law or stock
exchange regulations.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION.

AMEND THE ARTICLES OF INCORPORATION TO AUTHORIZED SHARES OF COMMON STOCK SO THAT
THERE WILL BE 90,000,000 COMMON SHARES AUTHORIZED AFTER THE REVERSE SPLIT
(Item 2 on the Voter Card)

     Your Board unanimously recommends amending the Company's Amended Articles
of Incorporation to maintain the 90,000,000 shares of authorized Common Stock
after the Reverse Stock Split. The Resolution in its entirety states:

     "RESOLVED: That subject to stockholder approval, Article 4 of the Amended
     Articles of Incorporation will be amended to read as follows:

     The total number of shares of Common Stock that the Corporation is
     authorized to issue is 90,000,000 shares of $0.001 par value."

     If you approve the Reverse Stock split along with Item 2, there will be
90,000,000 shares authorized and approximately 4,364,280 shares of common stock
issued and outstanding, and 220 Employee Convertible Preferred Shares,
convertible into 2,500,000 of common stock. This will allow the Company to issue
additional

                                        3
<PAGE>   11

shares for investments of equity capital into the Company for working and growth
capital; and for its employee benefit and option plan, and to issue to all of
holders (or their successors) of the Company's Common Stock rights or warrants
permitting each holder to purchase up to two shares of the Company's common
stock for each share held by the shareholders immediately following the reverse
split. The Board approved the issuance these warrants.

     Although the Company has no present plan to issue any of the following, by
the reverse split and by maintaining the authorization at 90,000,000 shares,
additional shares will be available for the declaration of stock splits, stock
dividends, acquisitions, and any other proper corporate purpose. The Company's
stockholders have not preemptive rights with respect to the issuance of
additional shares of the Company's stock. Once authorized in the amended
Articles of Incorporation, your Board may issue shares of the Company's Stock
without further authorization by the stockholders unless the Company is
otherwise required to obtain stockholder approval by applicable law or stock
exchange regulations.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION.

AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME THE CORPORATION TO
"CALL-SOLUTIONS, INC."
(Item 3 on the Voter Card)

     Your Board unanimously recommends amending the Company's Amended Articles
of Incorporation changing corporation's name to Call-Solutions Inc. The
Resolution in its entirety states:

     "RESOLVED: That subject to stockholder approval, Article 1 of the Amended
     Articles of Incorporation will be amended to read as follows:

        "The name of the Corporation is: "Call-Solutions Inc."

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION.

RATIFICATION OF ACCOUNTANTS
(Item 4 on the Voter Card)

     The Board of Directors has selected Richard Levychin, Kahn Boyd Levychin,
LLP of 67 Wall Street, 5th Floor, New York, NY 10005, as independent public
accountants to audit the books, records and accounts of the Company and its
subsidiary for the year 2000.

     S. W. Hatfield, CPA, audited the Company's consolidated financial
statements during the year ended January 31, 1999.

     A Representative of Kahn Boyd Levychin, LLP will be present at the Special
Meeting, will have an opportunity to make statements if they desire, and will be
available to respond to appropriate questions.

     If the stockholders do not approve the appointment of Richard Levychin,
Kahn Boyd Levychin, LLP, the Board will select another firm of auditors for the
ensuing year.

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPOINTMENT OF RICHARD
LEVYCHIN, KAHN BOYD LEVYCHIN, LLP AS INDEPENDENT AUDITOR.

OTHER MATTERS

     Your Board does not know of any other matter that will be presented for
your consideration at the Special Meeting. Unless your Board otherwise permits,
only the matters described in this Notice of Meeting and the Information
Statement will be voted upon at the Special Meeting.

                                        4
<PAGE>   12

INCORPORATION BY REFERENCE

     Pursuant to the requirements of Schedule 14A Items 11(a) and 13(a) and (b)
the following documents filed by the Company with the Commission are hereby
incorporated by reference:

     (1) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1999.

     (2) All reports filed by the Company with the Commission pursuant to
section 13(a) or 15(d) of the Exchange Act since December 31, 1999.

Copies of these documents will be mailed to each shareholder along with a copy
of this Information Statement.

                                        5
<PAGE>   13

                                   BAOA, INC
                             SHAREHOLDER VOTER CARD

     The undersigned stockholder is the beneficial owner of ____________
[number] of shares of ____________ Common Stock, hereby votes on each resolution
as follows: To vote, you must provide your signature(s) below, next to each
resolution, for which you wish to vote. If you do not wish to vote, or wish to
abstain, indicate by not returning this Voter Card, or by not signing any one or
all of the resolutions below:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RESOLUTION NUMBER 1. A Shareholders' resolution amending Article 4 of the
Amended Articles of Incorporation and approving a reverse stock split of the
issued and outstanding shares of this Corporation's Common Stock

For
-------------               Against
-------------               Abstain
-------------

Signatures(s)
--------------------------- Signature(s)
---------------------------

Date
---------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RESOLUTION NUMBER 2. A Shareholder's resolution amending the Amended Articles of
Incorporation so that there will be 90,000,000 common shares authorized after
the Reverse Split.

For
-------------               Against
-------------               Abstain
-------------

Signatures(s)
--------------------------- Signature(s)
---------------------------

Date
---------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RESOLUTION NUMBER 3. A Shareholders' resolution amending Article 1 of the
Amended Articles of Incorporation to change the name of the Corporation to:
Call-Solutions, Inc."

For
-------------               Against
-------------               Abstain
-------------

Signatures(s)
--------------------------- Signature(s)
---------------------------

Date
---------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

RESOLUTION NUMBER 4. Ratification of Accountants

<TABLE>
<S>  <C>                           <C>      <C>                           <C>      <C>
For                                Against                                Abstain
     ----------------------------           ----------------------------           ----------------------------
</TABLE>

<TABLE>
<S>            <C>                                 <C>           <C>
Signatures(s)                                      Signature(s)
               --------------------------------                  --------------------------------
</TABLE>

Date
---------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     Each stockholder, MUST sign, when signing for shares that are owned
jointly. When signing as an executor, administrator, trustee, custodian or
guardian, please give your full title. When signing on behalf of a corporation,
please sign in the full corporate name by an authorized officer.

     For your mail-in vote to be considered at the shareholders meeting, the
envelope must be postmarked no later than Monday, October 2, 2000. In order for
your vote by facsimile to be considered, your ballot must be sent to (404)
222-0340 no later than 5:00 pm EST on October 3, 2000.

     ABSTAINING FROM VOTING OR NOT RETURNING A SIGNED CONSENT WILL HAVE THE SAME
EFFECT AS WITHHOLDING YOUR VOTE TO THE PROPOSED ACTION(S). THE BOARD OF
DIRECTORS URGES EACH SHAREHOLDER TO ENSURE THAT THE RECORD HOLDER OF HIS OR ITS
SHARES SIGNS, DATES AND RETURN AND VOTES BY MAIL WITH THE ENCLOSED VOTER CARD,
AS SOON AS POSSIBLE, OR ATTENDS THE SPECIAL MEETING AND VOTES IN PERSON.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission