x |
Preliminary
Proxy Statement
|
o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
o |
Definitive
Proxy Statement
|
o |
Definitive
Additional Materials
|
o |
Soliciting
Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
|
x |
No
fee required
|
o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
|
o |
Fee
paid previously with preliminary
materials.
|
o |
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:
|
No.
of Common
|
%
ownership
|
||||
Ronald
Shapss (1)
|
|
1,750,000
|
|
9.8
|
|
George
A Campbell (1)
|
|
250,000
|
|
*
|
|
James
J Carroll(1)
|
|
160,000
|
|
*
|
|
Elliot
Cole(1)
|
|
225,000
|
|
*
|
|
Michael
S. Krome, Esq.(1)
|
|
300,000
|
|
*
|
|
James
W. Zimbler
|
|
1,633,000
|
|
9.5
|
|
Richard
Carter
|
|
1,685,000
|
|
9.8
|
|
Alpha
Advisors, LLC
|
|
391,250
|
|
*
|
|
Richard
Steifel
|
|
290,000
|
|
*
|
|
Jesse
Fuller
|
|
887,893
|
|
5.2
|
|
Highgate
House Funds Ltd.
|
|
3,175,000
|
|
18.5
|
|
101
Hudson Street, Suite 3700
|
|
||||
Jersey
City, NJ 07302
|
|
||||
Alliance
Financial
|
|
||||
Networks
Inc.(3)
|
|
600,000
|
|
*
|
|
2291
Arapahoe
|
|
||||
Boulder,
CO 80302
|
|
||||
William
Boussung
|
|
500,000
|
|
*
|
|
10300
West Charleston #13-378
|
|
||||
Las
Vegas, NV 89135
|
|
||||
Cornell
Capital Partners LP.
|
|
735,000
|
|
*
|
|
101
Hudson Street, Suite 3700
|
|
||||
Jersey
City, NJ 0730
|
|
||||
Officers
and Directors as a
|
|
2,685,000
|
|
15.7
|
|
Group
(5 persons) (3)
|
|
(1) |
Officer/Director
of the Company
|
(2) |
Alpha
Advisors, LLC is controlled by James W. Zimbler, George L. Riggs,
and
Michael S. Krome (who is a Director of the Company. When all of
the
ownership percentages are added, the control percentage for Alpha
Advisors
LLC is 43.1%, if voted as a block.
|
(3) |
Alliance
Financial Networks, Inc., is controlled by William Boussung. Combined
the
total number of shares is 1,100,000, equaling
6.4%
|
(1) |
Quarterly
Report on Form 10-QSB for the quarter ended June 30,
2005
|
(2) |
Quarterly
Report on Form 10-QSB for the quarter ended March 31,
2005;
|
(3) |
Annual
Report on Form 10-KSB, as amended for the year ended December 31,
2004;
and
|