NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held May 7, 2001
TO THE STOCKHOLDERS OF NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of New Millennium Media International, Inc., will be held on May 7,
2001 at the hour of 9:00 a.m. eastern daylight saving time at 101 Philippe
Parkway, Suite 300, Safety Harbor, Florida 34695 for considering and acting
upon:
1. A proposal to amend the Company's Restated Articles of Incorporation
to effect a reverse split of the outstanding shares of the Company's
common stock, whereby every five shares of common stock outstanding
will automatically be reverse split into one share outstanding. The
par value will remain at $0.001 per share; and
2. Such other business, if any, as may properly come before the Special
Meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on April 2, 2001 will be
entitled to notice of and to vote at the Special Meeting or any adjournment(s)
thereof. For a period of at least ten days prior to the Special Meeting, a
complete list of stockholders entitled to vote at the Special Meeting will be
open to examination by any stockholder during ordinary business hours at the
offices of the Company, 101 Philippe Parkway Suite 300 Safety Harbor, Florida
34695.
Information concerning the matters to be acted upon at the Special Meeting is
set forth in the accompanying Proxy Statement.
A proxy card is enclosed in the envelope in which these materials were mailed to
you. Please fill in, date and sign the proxy card and return it promptly in the
enclosed postage-paid return envelope. If you attend the Special Meeting, you
may, if you wish, withdraw your proxy and vote in person.
By Order of the Board of Directors
----------------------------------
John "JT" Thatch, President/CEO/Director
Safety Harbor, Florida
April 6, 2001
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) WHICH IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AS SOON AS POSSIBLE, EVEN IF YOU
ARE CURRENTLY INTENDING TO ATTEND THE MEETING. THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO
ATTEND THE MEETING.
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
PROXY STATEMENT
INTRODUCTION
This proxy statement is furnished to stockholders of New millennium Media
International, Inc., a Colorado Corporation (the "Company"), in connection with
the solicitation of proxies by the Company's Board of Directors for use at the
Special Meeting of Stockholders to be held at 9:00 a.m., eastern daylight saving
time, on May 7, 2001, located at 101 Philippe Parkway Suite 300 Safety Harbor,
Florida (the "Special Meeting"), and at any adjournment(s) thereof. The Special
Meeting is being held for the purpose of considering and acting upon:
1. A proposal to amend the Company's Restated Articles of Incorporation
to effect a five for one reverse split of the outstanding shares of
the Company's common stock, whereby every five shares of common stock
outstanding will automatically be reverse split into one share
outstanding. The par value will remain at $0.001 per share (the
"Reverse Split"); and
2. Such other business, if any, as may properly come before the Special
Meeting or any adjournments or postponements thereof.
The date of this Proxy Statement is April 6, 2001. This proxy Statement is first
being mailed to the Company's stockholders on or about such date.
The Company's principal offices are located at 101 Philippe Parkway Suite 300
Safety Harbor, Florida. Its telephone number is (727) 797-6664.
VOTING AT THE MEETING
Only holders of record of the Company's common stock, par value $0.001 per share
(the "Common Stock"), outstanding at the close of business on April 2, 2001 (the
"Record Date") are entitled to notice of and to vote at the Special Meeting and
at any adjournment(s) thereof. As of the close of business on the Record Date,
27,099,462 shares of Common Stock were outstanding and entitled to vote at the
Special Meeting. Unless otherwise indicated, all references herein to
percentages of outstanding shares of Common Stock are based on such number of
shares outstanding. Each share of common Stock is entitled to one vote.
The presence, in person or by proxy, of holders of a majority of the outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Special Meeting. Abstentions and broker non-votes will be counted in
determining whether a quorum is present. A record holder of shares who competes
and properly signs the accompanying proxy card and returns it to the Company
will have their shares voted as directed on the proxy card. If a stockholder
attends the Special meeting, that stockholder may vote his or her shares by
completing a ballot at the Special Meeting. The Company will have ballots
available at the Special Meeting for stockholders who choose to vote their
shares in person.
Many stockholders hold their shares of Common Stock in "street name," which
means that the shares are registered in their brokers', banks', or other nominee
holders' names rather than in the stockholders' own names. The street name
holder should provide to those stockholders, along with these proxy solicitation
materials that the Company has provided to the street name
holder, the street name holder's own request for voting instructions. By
completing the voting instruction card, the stockholder may direct their street
name holder how to vote the stockholder's shares. Alternatively, if a
stockholder wants to vote their street name shares at the Special Meeting, the
stockholder must contact their broker directly in order to obtain a proxy issued
to the stockholder by their nominee holder. A broker letter that identifies the
stockholder as a stockholder is not the same as a broker-issued proxy. If the
stockholder fails to bring a nominee-issued proxy to the Special Meeting, the
stockholder will not be able to vote their nominee-held shares at the Special
Meeting.
If a stockholder holds shares in street name through a broker or other nominee,
the broker or nominee will not be permitted to exercise voting discretion with
respect to approval of the Reverse Split. Thus, if a stockholder does not give a
broker or nominee specific instructions, the shares may not be voted on the
proposal for the Reverse Split and will not be counted in determining the number
of shares necessary for approval. Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum present at
the Special Meeting.
The affirmative vote of a majority of the issued and outstanding shares of
Common Stock on the Record Date is required to approve the Reverse Split.
Abstentions and broker non-votes will have the same effect as a vote against the
Reverse Split.
All share of Common Stock represented by properly executed and unrevoked proxies
will be voted at the Special Meeting in accordance with the direction on the
proxies. If no direction is indicated, the shares will be voted "against" (i)
the proposed Reverse Split; and (ii) at the discretion of the proxy holders with
regard to any other matter that may properly come before the Special Meeting.
The Company does not know of any matters, other than those described in the
Notice of Special Meeting of Stockholders, which will come before the Special
Meeting.
A stockholder of the Company who executes and returns a proxy has the power to
revoke it at any time before it is voted. A stockholder who wishes to revoke a
proxy can do so by (i) executing a later date proxy relating to the same shares
and by delivering it to the Secretary of the Company prior to the vote at the
Special Meeting, (ii) giving written notice of the revocation to the Secretary
of the Company prior to the vote at the Special Meeting or (iii) appearing in
person at the Special Meeting and voting in person the shares to which the proxy
relates. All written notices of revocation and other communications relating to
the revocation of proxies should be addressed as follows:
New Millennium Media International, Inc., 101 Philippe Parkway, Suite 300,
Safety Harbor, Florida 34695, Attention: Secretary.
PROXY SOLICITATION EXPENSES
The Company will bear the cost of soliciting its proxies, including the expenses
of distributing its proxy materials. In addition to the use of the mail, proxies
may be solicited by personal interview, telephone or telegram by directors,
officers, employees and agents of the Company who will receive no additional
compensation for doing so. The Company may reimburse brokers, custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them
in forwarding proxy material to the beneficial owners of the Common Stock held
by them as stockholders of record.
OWNERSHIP OF SECURITIES
The following table sets forth certain information as of April 2, 2001,
regarding beneficial ownership of our issued common stock by (i) each
shareholder known by us to be the beneficial owner of 5% or more of the
outstanding common stock, (ii) each of our directors and (iii) all directors and
executive officers as a group. Except as otherwise indicated, we believe that
the beneficial owners of the common stock listed below, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Shares of
common stock issuable upon exercise of options and warrants have not been
included in this table.
Name and Address Amount and Nature Percent of Class (1)
of Beneficial of Beneficial
Owner Ownership
---------------- ----------------- --------------------
John Thatch 2,500,000 9%
President/CEO
and Director
Gerald Parker (2) -0- 0%
Chairman
Andy Badolato (2) -0- 0%
Director & Vice
President of Finance
Tony Gomes (2) -0- 0%
Director & Vice President
Of Corporate Marketing
Investment Management 12,632,080 46%
of America, Inc.(2)
Troy Lowrie 2,250,000 8%
(Resigned)(3)
Officers, Directors 17,382,080 64%
and Affiliates as a group
(1) Based upon 27,099,462 outstanding shares of common stock.
(2) Parker, Badolato and Gomes recently resigned as officers and directors of
New Millennium Media International, Inc. They are majority shareholders in
Investment Management of America, Inc.
(3) Mr. Troy Lowrie was the past president and director of PMC which was merged
into New Millennium Media International, Inc.
PROPOSAL 1
APPROVAL OF AMENDMENT TO EFFECT REVERSE SPLIT
The Board of Directors believes that the best interests of the Company and its
stockholders will be served by amending the Company's Restated Articles of
Incorporation to effect a reverse split of the Company's presently issued total
number of authorized shares of Common Stock and retain the par value at $0.001
per share. The Board of Directors has adopted, and proposes that the Company's
stockholders approve, the Reverse Split. Except as otherwise indicated, all per
share information in this proxy statement is presented without giving effect to
the Reverse Split.
If the stockholders approve the Reverse Split, the amendment and thereby the
Reverse Split will become effective upon the filing of an amendment to the
Company's Restated Articles of Incorporation with the Secretary of State of
Colorado. The Company is currently authorized to issue 75,000,000 shares of
Common Stock.
There were approximately 355 beneficial owner of the common Stock as of the
Record Date. The Reverse Split is not expected to cause a significant change in
the number of beneficial owners of the Common Stock. The Company has no plans
for the cancellation or purchase of shares of Common Stock from holders of a
nominal number of shares following the Reverse Split and has no present
intention to take the Company private through Reverse Split or otherwise.
As of the record date, there were reserved for issuance upon exercise of
outstanding options an aggregate of 3,000,000 share of Common Stock under the
Company's Employee Stock Option Plan (hereafter "ESOP"). All outstanding options
include provisions for adjustment in the number of shares covered by the option
and the related exercise price in the event of a reverse stock split. If the
Reverse Split is approved and effected, there would be reserved for issuance
upon exercise of all outstanding ESOP options a total of approximately 600,000
shares of Common Stock. Each of the outstanding ESOP options would evidence the
right to purchase a number of shares of Common stock equal to the product of the
number of shares previously covered by the option divided by five, and the
exercise price per share would be multiplied by five.
The proposed Reverse Split will not affect any stockholder's proportionate
equity interest in the Company or the rights, preferences, privileges or
priorities of any stockholder, other than an adjustment, which may occur due to
fractional shares. Likewise, the proposed Reverse Split will not affect the
total shareholders' equity of the Company or any components of shareholders'
equity as reflected on the financial statements of the Company except to change
the number of issued and outstanding shares of capital stock. There would be no
increase or decrease in the Company's "stated capital" account (outstanding
shares multiplied by par value) or "capital in excess" account (excess of the
Company's net assets over the Company's stated capital). In addition to the
number of authorized and outstanding share of Common Stock, the Company will
need to adjust the historical earnings per share on its financial statements. No
other adjustment will be required in the Company's financial statements as a
result of the Reverse Split.
The following table illustrates the principal effects on the Common Stock of the
Reverse Split:
April 2, 2001
-------------------------
As Adjusted for
Actual Reverse Split
-------------------------
Authorized....................................... 75,000,000 15,000,000
Issued and outstanding........................... 27,099,462 5,419,892
Reserved for issuance (ESOP)(1).................. 3,000,000 600,000
Reserved for Issuance (Swartz)(2)................ 20,000,000 4,000,000
Available for issuance........................... 24,900,538 4,980,108
(1) June 21, 2000 the Board of Directors authorized that the Company
reserve from the authorized, but unissued, shares of Common Stock for
exercise of stock options granted pursuant to the NMMI Employees Stock
Option Plan.
(2) Issuable periodically over a 36 months term pursuant to the Swartz
Investment Agreement. Swartz Private Equity, LLC will purchase under
Regulation D up to $25,000,000 of shares at a price of the lesser of the
market price minus $0.10 or 92% of the market price for 20 days following
each put date. Swartz has already received a "commitment warrant" to
purchase 1,000,000 shares at signing the letter of intent at an initial
price of $0.30 per share and may thereafter be reset every 6 months. Swartz
shall receive "additional warrants" for additional shares so that the sum
of "commitment warrants" and "additional warrants" may equal up to 4% of
the number of fully diluted common outstanding shares. The price shall be
the same as that calculated for "commitment warrants". "Purchase warrants"
are issuable to Swartz from time to time when NMMI exercises its put right
to sell shares of common stock to Swartz. The exercise price of a warrant
will initially be equal to 110% of the market price for that put and
thereafter may be reset every six months. Each warrant initially will be
immediately exercisable and have a term beginning on the date of issuance
and ending five years thereafter.
EXCHANGE OF SHARES; NO FRACTIONAL SHARES
The Company will appoint Computershare, Inc. as exchange agent in connection
with the Reverse Split. As soon as practicable after the effective date of the
Reverse Split, common stockholders will be notified and requested to surrender
to the exchange agent any certificate(s) representing outstanding shares of
Common Stock in exchange for certificate(s) representing the reduced number of
share of common Stock that will result from the Reverse Split, together with
cash in lieu of any fractional share as discussed below. Holders are requested,
but not required, to tender their certificates within 30 days after the
effective date of the Reverse Split to exchange for certificates representing
the reduced number of share of common Stock that will result from the Reverse
Split. The Company's stock records will be adjusted to reflect the post
reverse-split shares held by each common stockholder. On the effective date,
each certificate representing shares of Common Stock will be deemed for all
purposes to represent the reduced number of shares of Common Stock that will
result from the Reverse Split, whether or not the certificates representing the
outstanding Common Stock are surrendered for exchange. Any portion of the cash
resulting from sales of aggregated fractional shares sold as described in the
next paragraph that is held by the exchange agent six months after the effective
date will be returned to the company, on demand. Thereafter, holders of post
reverse-split shares eligible for this cash settlement would be paid directly by
the Company. As of the Record Date, there
were approximately 355 stockholders of record, and following the Reverse Split,
it is not anticipated that this number will change materially.
A holder of Common Stock will be entitled to receive a whole number of shares
plus a fraction of a share if the number of shares of Common Stock held by the
holder prior to the Reverse Split is not evenly divisible by five. However, no
certificate or scrip representing fractional shares of Common Stock will be
issued. In lieu of any fractional shares, those persons will be entitled to
receive in cash the value of fractions of a share based on the par value.
No service charge will be payable by stockholders in connection with the
exchange of certificates. All costs of exchanging certificates and aggregating
and disposing of fractional shares will be paid by the Company.
PURPOSE OF THE REVERSE SPLIT
The Company believes the completion of the Reverse Split will cause the minimum
bid price of the common stock to increase proportionately. There can by no
assurance, however, that the Reverse Split will result in any change in the
price of the Common Stock or that, if the price of the Common Stock does
increase as a result of the Reverse Split, the amount of such increase.
Further, the Board of Directors believes that the total number of shares
currently outstanding is disproportionately large relative to the Company's
present market capitalization. Moreover, when such a large number of shares are
outstanding, earnings per share is only affected by a significant change in net
earnings. If a smaller number of shares were outstanding, management would be
more likely to see its revenue efforts and cost savings reflected in the
Company's earning per share.
The Board of Directors also believes that the Reverse Split may result in a
broader market for the Common stock than currently exists due to the increase of
the per share price. The Board of Directors believes that the present level of
per share market prices of the Common Stock impairs the acceptability of the
stock by portions of the financial community and the investing public.
Theoretically, the price per share of stock should not, of itself, affect the
community. However, in practice, the price per share does affect the stock
because many investors look upon low priced stock as unduly speculative in
nature, and, as a matter of policy, avoid investment in such stocks. The
increased price per share may encourage interest and trading in the Common Stock
and possibly promote greater liquidity for the Company's stockholders, although
such liquidity could be adversely affected by the reduced number of shares
outstanding after the Reverse Split. Nonetheless, there is no assurance that
these effects will occur or that the per share price lever of the Common Stock
immediately after the proposed Reverse Split will be maintained for any period
of time.
In addition, the Board of Directors believes that the reverse Split may improve
the liquidity of the Common Stock in another manner. Frequently, brokers charge
trading commission based upon the number of shares purchased. As a result, this
trading commission per share is relatively higher as a percentage of the value
of the shares of Common Stock purchased. The Board of Directors and management
believe that the relatively high trading cost of Common Stock may adversely
impact the liquidity of the Common stock by making it a less attractive
investment to the stock of other companies in the Company's industry. If the
Reverse Split is effected and the price of the Common Stock rises
correspondingly, the trading cost per "trading dollar" of Common Stock would
decrease.
The Reverse Split may result in some stockholders owning "odd lots" of less than
100 shares. The costs, including brokerage commissions, of transactions in odd
lots are generally higher than the costs in transactions in "round lots" of even
multiples of 100.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
A summary of the federal income tax consequences of the Reverse Split is set
forth in the paragraph below. The discussion is based on the present federal
income tax law. The discussion is not intended to be, nor should it be relied on
as, a comprehensive analysis of the tax issues arising from or relating to the
proposed Reverse Split. Income tax consequences to the stockholders may very
from the federal tax consequences described generally below. STOCKHOLDERS SHOULD
CONSULT THEIR OWN TAX ADVISORS AS TO THE EFFECT OF THE CONTEMPLATED REVERSE
SPLIT UNDER APPLICABLE FEDERAL, STATE, AND LOCAL INCOME TAX LAWS.
The proposed Reverse Split will constitute a "recapitalization" to the Company
and its stockholders to the extent that issued shares of Common Stock are
exchanged for a reduced number of shares of Common Stock. Therefore, neither the
Company nor its stockholders will recognize any gain or loss for federal income
tax purposes as a result of the Reverse Split, except that a stockholder who
receives cash in lieu of receiving fractional share of Common Stock will be
treated as selling such fractional shares and will recognize a capital gain or
loss equal to the difference between the cash received and the basis of such
fractional shares.
The shares of Common Stock to be issued to each stockholder will have an
aggregate bases, for computing gain or loss, equal to the aggregate basis of the
shares of such stock held by such stockholder immediately prior to the Reverse
Split effective date, reduced by the basis, if any, allocated to fractional
shares that are treated as sold. A stockholder's holding period for the shares
of Common Stock to be issued will include the holding period for the shares of
Common Stock held immediately prior to the Reverse Split effective date if the
shares of stock were held by the stockholder as capital assets on the Reverse
Split effective date.
AMENDMENT
If the Reverse Split is approved, the Restated Articles of Incorporation will be
amended by deleting paragraph A of Article II in its entirety and inserting in
its place the following:
"A. COMMON STOCK. The aggregate number of common shares which the
corporation shall have the authority to issue is fifteen million
(15,000,000), each with $0.001 par value which shares shall be designated
as "Common Stock". Subject to all of the rights of the Preferred stock as
expressly provided herein, by law or by the Board of Directors pursuant to
this Article, the Common Stock of the corporation shall possess all such
rights and privileges as are afforded to capital stock by applicable law
in the absence of any express grant of rights or privileges in these
Articles of Incorporation, including, but not limited to, the following
rights and privileges:
(i) dividends may be declared and paid or set apart for payment on
the Common Stock out of any assets or funds of the corporation legally
available for the payment of dividends;
(ii) the holders of Common Stock shall have unlimited voting rights,
including the right to vote for the election of directors and on all
other matters requiring stockholder action. Each holder of
Common Stock shall have one vote for each share of Common Stock
standing in his name on the books of the corporation and entitled to
vote, except that in the election of directors each holder of Common
Stock shall have as many votes for each share of common Stock held by
him as there are directors to be elected and for whose election the
holder of Common Stock has a right to vote. Cumulative voting shall
not be permitted in the election of directors or otherwise.
(iii) on the voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and after paying or adequately
providing for the payment of all of its obligations and amounts
payable in liquidation, dissolution or winding up, and subject to the
rights of the holders of Preferred Stock, if any, the net assets of
the corporation shall be distributed pro rata to the holders of the
Common Stock."
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE AMENDMENT IS IN THE
BEST INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR THE
APPROVAL OF THE AMENDMENT.
OTHER BUSINESS
Management does not presently know of any matters that may be presented for
action at the Special Meeting other than those set forth herein. However, if any
other matters properly come before the Special Meeting, it is the intention of
the persons named in the proxies solicited by management to exercise their
discretionary authority to vote the shares represented by all effective proxies
on such matters in accordance with their best judgment.
If you do not expect to be personally present at the Special Meeting, please
fill in, date and sign the enclosed proxy card and return it promptly in the
enclosed return envelope which requires no additional postage if mailed in the
United States.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 7, 2001
The undersigned, revoking all previous proxies, appoints ____________________
and ___________________ and each of them acting unanimously if more than one be
present, attorneys and proxies of the undersigned, with power of substitution,
to represent the undersigned at the special meeting of stockholders of New
Millennium Media International, Inc. (the "Company") to be held on Monday, May
7, 2001 and at any adjournments thereof, and to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote, on all matters coming
before said meeting.
[X] Please mark your votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
A proposal to amend the Company's Restated Articles of Incorporation to
effect a reverse split of the outstanding shares of the Company's common
stock, whereby every five shares of common stock outstanding will
automatically be reverse split into one share outstanding. The par value
will remain at $0.001 per share.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"AGAINST" THE PROPOSAL.
Date 2001
----------------------------------------
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Signature
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Signature of joint holder, if any
Please sign exactly as your name appears on your stock certificate or account.
Executors, administrators, trustees, etc. should give full title as such. If the
signer is a corporation, please sign full corporate name by a duly authorized
officer.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held June 4, 2001
TO THE STOCKHOLDERS OF NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of New Millennium Media International, Inc., will be held on June 4,
2001 at the hour of 9:00 a.m. eastern daylight savings time at 101 Philippe
Parkway, Suite 300, Safety Harbor, Florida 34695 to transact any and all
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
Only stockholders of record at the close of business on April 2, 2001 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment(s)
thereof. For a period of at least ten days prior to the Annual Meeting, a
complete list of stockholders entitled to vote at the Annual Meeting will be
open to examination by any stockholder during ordinary business hours at the
offices of the Company, 101 Philippe Parkway Suite 300 Safety Harbor, Florida
34695.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSAL
A proposal to be presented by a stockholder at the Company's June 4, 2001 Annual
Meeting of the Stockholders must be received by the Company at its principal
executive offices no later than April 17, 2001 to be included in the Company's
proxy statement and proxy card for that meeting. If a stockholder of the Company
wishes to present a proposal before the 2001 Annual Meeting of Stockholders, but
does not wish to have the proposal considered for inclusion in the Company's
proxy statement or proxy card, such stockholder must give written notice to the
Secretary of the Company at the Company's principal executive offices no later
than April 17, 2001.
By Order of the Board of Directors
---------------------------
John "JT" Thatch, President/CEO/Director
Safety Harbor, Florida
April 6, 2001