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INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY INFORMATION STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14c-5(d)(2))
[X] 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:
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[BAOA LOGO]
555 Whitehall Street
Atlanta, GA 30303
(404) 222-0760
fax: (404) 222-0340
September 14, 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. If you attend the telephone
meeting, you will be able to listen only, and vote by mail prior to the
meeting, as set forth in the instructions herein.
As a courtesy, we have provided a way for shareholders to attend the
Special meeting by telephone. There will be limited phone lines available. If
you are interested in attending by phone, you will need to follow the procedures
listed below:
1. At least five (5) days prior to the October 4, 2000 meeting, you
must call BAOA's headquarters to RSVP and receive your security
code, which will enable you to access the secured meeting line on
October 4, 2000. The RSVP number is (404) 222-0719.
At that time, you will need to provide your full name, address of
record, tax identification number, the number of shares you
currently own, and your stock certificate number, which you will
find printed on the face of your stock certificate and/or you
must have your latest statement available.
2. Once we properly confirm your identity, we will assign you an
access code, and the phone number to dial to hear the meeting. The
phone number will be a toll free call for Domestic shareholders,
and a toll call to the (703) area code for International
shareholders.
3. On October 4, 2000, you will need to dial the assigned number ten
minutes prior to the meeting. You will need to provide the
operator with your security code. Remember to keep your security
code private, inasmuch as the operator will allow only one caller
to utilize that security code. Any caller who does not provide a
proper security code and identification will be denied access to
the meeting via telephone.
YOU WILL NOT BE ABLE TO VOTE BY TELEPHONE.
------------------------------------------
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.
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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
from 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 taking advantage of this phenomena by opening call centers off-shore
in 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 11 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 also secondarily focused on opening call centers in
federally designated Empowerment Zones throughout the United States.
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 from the Atlanta Empowerment
Zone for $3.5 million in debt financing to move forward with the call center
project in Atlanta. 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.
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The shift in the Company's mission has permitted us to implement our core
business plan. For the first time since the Company's existence as BAOA, Inc.,
revenue will be reported on the quarterly 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 30, 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 4,364,179 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. There are currently 220 shares
of convertible Preferred Stock Issued, convertible into 50,000,000 shares
of common stock.
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 (1/20th) 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.
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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 one year. 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
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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 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 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
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BAOA, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
MEETING DATE: WEDNESDAY, OCTOBER 4, 2000
MEETING TIME: 9:00 A.M., EASTERN DAYLIGHT TIME
MEETING LOCATION: 555 WHITEHALL STREET
ATLANTA GEORGIA, 30303
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 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 September 7, 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 Special Meeting, you may do so and vote in person at the Special Meeting.
ADMISSION
All stockholders and representatives whom stockholders have authorized in
writing prior to 10 calendar days of meeting are cordially invited to attend the
Special Meeting. We will hold the Special Meeting at 555 Whitehall Street,
Atlanta, Georgia, 30303.
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As a courtesy, we have provided a way for shareholders to attend the
Special meeting by telephone. If you attend the telephone meeting, you will be
able to listen only, and vote by mail prior to the meeting, as set forth in the
instructions herein. There will be limited phone lines available. If you are
interested in attending by phone, you will need to follow the procedures listed
below:
1. At least five (5) days prior to the October 4, 2000 meeting, you must
call BAOA's headquarters to RSVP and receive your security code, which
will enable you to access the secured meeting line on October 4, 2000.
The RSVP number is (404) 222-0719 between 10:00 a.m. and 1:00 p.m. EDLT.
At that time, you will need to provide your full name, address of record,
phone number, tax identification number, the number of shares you
currently own, and your stock certificate number, which you will find
printed on the face of your stock certificate and/or you must have your
latest statement available.
2. Once we properly confirm your identity, we will assign you an access
code, and the phone number to dial to hear the meeting. The phone number
will be a toll free call for Domestic shareholders, and a toll call to
the (703) area code for International shareholders.
3. On October 4, 2000, you will need to dial the assigned number ten minutes
prior to the meeting. You will need to provide the operator with your
security code. Remember to keep your security code private, inasmuch as
the operator will allow only one caller to utilize that security code.
Any caller who does not provide a proper security code and identification
will be denied access to the meeting via telephone.
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 Special 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 11:00 a.m. and 3:00 p.m. at our executive office 555
Whitehall Street, Atlanta, Georgia, 30303.
We are distributing this information statement and voting card on or
about September 14, 2000.
By Order of the Board of Directors,
Corporate Secretary
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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.
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September 12, 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 Special
Meeting, you may do so and vote in person at the Special Meeting.
Your Board of Directors (hereinafter, "Board") encourages you o exercise
your right to vote by using one of the methods of voting described below.
METHOD OF VOTING
VOTING BY MAIL. Stockholders may sign, date and return their Voter Cards in the
pre-addressed, postage-paid envelope provided.
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 87,283,587
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.
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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.
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 50,000,000.
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 23,554,545 (17.45%) of the issued and
outstanding shares of common stock.
AMEND THE ARTICLES OF INCORPORATION AND APPROVE THE REVERSE STOCK SPLIT OF THE
ISSUED AND OUTSTANDING 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 and outstanding shares will be decreased from 87,283,587
shares to 4,364,179 shares. The resolution in its entirety states:
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"WHEREAS, the authorized number of shares of Common Stock of this
Corporation is 90,000,000, of which 87,283,587 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.
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."
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RESOLVED, that 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."
The Reverse Stock split along with Item 2, there will be 90,000,000
shares authorized and approximately 4,364,179 shares of common stock issued and
outstanding, and 220 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 of 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 no 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 4,364,179 shares of common stock
issued and outstanding, and 220 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
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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 no 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, and 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.
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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.
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.
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BAOA, INC
SHAREHOLDER VOTER CARD
The undersigned stockholder is the beneficial owner of
_____________________ [number] of shares of _________________ Common and/or
Preferred 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________________
================================================================================
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================================================================================
RESOLUTION NUMBER 4. Ratification of Accountants
For [ ] Against [ ] Abstain [ ]
Signatures(s)__________________________ Signature(s)__________________________
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.
It is important that you vote your shares. IN ORDER FOR YOUR VOTES TO BE
COUNTED, YOU MUST SIGN IN THE APPROPRIATE SPACES, AND EITHER RETURN THE ENCLOSED
ENVELOPE TO 555 WHITEHALL STREET, ATLANTA, GA 30303, by October 2, 2000, or
deliver this ballot at the Special Meeting.
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.
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