SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
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))
[] Definitive information statement
AMERICAN EAGLE MANUFACTURING COMPANY
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box): [] 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:
PRELIMINARY INFORMATION STATEMENT
Dated: September 10, 2004
AMERICAN EAGLE MANUFACTURING CO
2052 Cote Del Nogal, Suite A
Calsbad, California 92009
(423) 247-9560
INFORMATION STATEMENT
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement (the "Information Statement") is furnished
to the shareholders of American Eagle Manufacturing Co, a Nevada corporation
(the "Company"), with respect to certain corporate actions of the Company. This
information is first being provided to shareholders on or about September 30,
2004.
The corporate action involves five (5) proposals (the "Proposals"):
1. To approve the Asset Purchase Agreement with Bad Toys, Inc. ("Bad
Toys") transferring all or substantially all of the Company's assets
to Bad Toys (the "Asset Agreement").
2. To approve the Share Exchange Agreement with the shareholders of
Intercommunity Financing Corporation d/b/a No Borders ("No Borders")
and items related to that transaction (the "Exchange Agreement").
3. To change the name of the Company from American Eagle Manufacturing
Co to No Borders Incorporated
4. To increase the number of authorized shares of Company's common stock
to 200,000,000 shares.
5. To change the Company's fiscal year from June 30 to December 31.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 20,
2004 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE PROPOSALS. PRINCIPAL
SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL COLLECTIVELY HOLD IN EXCESS OF 50%
OF THE COMPANY'S 2,756,006 ISSUED AND OUTSTANDING SHARES ENTITLED TO VOTE ON THE
PROPOSALS HAVE INDICATED THAT THEY WILL VOTE IN FAVOR OF THE PROPOSALS. AS A
RESULT, THE PROPOSALS SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY
OTHER SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT LESS
THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT AS
SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
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Larry N. Lunan, President,
Chief Executive Officer and Director
September 15, 2004
TABLE OF CONTENTS
Page No.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY...........................i
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ABOUT THE INFORMATION STATEMENT......................................................................1
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What is the purpose of the information statement?...............................................1
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Who is entitled to notice?......................................................................2
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What corporate matters will the principal shareholders vote for and how will they vote?.........2
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What vote is required to approve the Proposals?.................................................3
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STOCK OWNERSHIP......................................................................................1
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Beneficial Owners...............................................................................1
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PROPOSAL 1 - APPROVAL OF THE ASSET PURCHASE AGREEMENT................................................2
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Description of Bad Toys, Inc....................................................................2
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Description of Bad Toys Securities..............................................................2
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PROPOSAL 2 -APPROVAL OF THE SHARE EXCHANGE AGREEMENT.................................................3
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Purpose and Effect of Exchange Agreement........................................................3
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Description of Exchange Agreement...............................................................3
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Description of No Borders Stock.................................................................5
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PROPOSAL 3 - APPROVAL OF NAME CHANGE.................................................................5
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Purpose and Effect of Name Change...............................................................5
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PROPOSAL 4 - APPROVAL TO INCREASE THE AUTHORIZED SHARES OF THE COMPANY...............................5
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PROPOSAL 5 - APPROVAL TO CHANGE THE FISCAL YEAR FROM JUNE 30 TO DECEMBER 31..........................5
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DESCRIPTION OF THE COMPANY'S SECURITIES..............................................................5
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TRANSFER AGENT.......................................................................................6
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ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION.................................6
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ADDITIONAL INFORMATION...............................................................................6
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON.............................6
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PROPOSALS BY SECURITY HOLDERS........................................................................7
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS.........................................7
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AMERICAN EAGLE MANUFACTURING COMPANY
2052 Corte del Nogal, Suite A
Calsbad, California 92009
(423) 247-9560
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PRELIMINARY INFORMATION STATEMENT
September 15, 2004
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GENERAL INFORMATION
This information statement contains information related to certain
corporate actions of American Eagle Manufacturing Company, a Nevada Corporation
(the "Company"), and is expected to be mailed to shareholders on or about
September 30, 2004.
On August 9, 2004 the Company's shareholders sold 72.5% of the
outstanding common stock of the Company to Bad Toys, Inc. ("Bad Toys") and a
change in control occurred. Bad Toys maintains its headquarters in Kingsport,
Tennessee and is the successor to a motorcycle business, which was founded by
one of its major shareholders, Larry N. Lunan. Bad Toys manufactures for sale
V-twin motorcycles from component parts. Bad Toys also maintains a customizing
and motorcycle servicing operation and special orders premium accessories,
parts, customizing items and apparel related to Harley-Davidson motorcycles.
Subsequent to the sale of the Company's stock to Bad Toys, the following changes
occurred (1) senior management of Bad Toys took control of the former Board of
Directors of the Company; (2) on August 17, 2004 the Company performed a 1 for
10 reverse stock split of the common stock of the Company which included a
corresponding 1:10 reverse split of Company's authorized shares of common stock;
and (3) On August 18, 2004 the Board of Directors approved a plan to take the
operations of the Company in an alternate direction and engage in new business.
As of September 15, 2004 Bad Toys is the majority shareholder with 1,999,000
shares of common stock controlling 72.5% of the voting power of the Company.
The current Board of Directors believes that the corporate actions
proposed in this information statement are necessary to provide a new direction
for the Company and will lead the Company toward increased profitability.
The actions contemplated by the Board of Directors would include
selling to Bad Toys all of the Company's current assets used in its motorcycle
manufacturing operation and acquiring all of the shares of the Intercommunity
Financing Corporation d/b/a No Borders, Inc. ("No Borders") to assume control of
No Borders' business and operations.
Upon the consummation of the actions proposed in this information
statement the Company will own 100% of No Borders' issued and outstanding stock.
In addition, 1,818,182 shares of Bad Toys common stock shall be issued to the
Company which shall be dividended prorata to Company's shareholders of record as
of August 20, 2004 pursuant to Asset Transfer. The Company will change its name
to No Borders Incorporated to pursue the business and operations of No Borders.
No Borders is in the business of providing low cost financial services
and other services and products through a proprietary stored value card platform
to migrant receiving communities in the United States and corresponding migrant
sending communities outside of the United States, initially targeting Mexico.
The first products and services to be offered are low cost remittances.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This information statement is being provided pursuant to Section 14 of
the Securities Exchange Act of 1934 to notify the Company's shareholders as of
the close of business on the Record Date of corporate action expected to be
taken pursuant to the consents or authorizations of principal shareholders.
Shareholders holding a majority of the Company's outstanding common stock are
expected to act upon certain corporate matters outlined in this information
statement, which action is expected to take place on or about October 20, 2004,
consisting of the approval of the following:
1. To approve the Asset Agreement with Bad Toys to transfer all or substantially
all of the Company's assets to Bad Toys.
2. To approve the Exchange Agreement with the shareholders of No Borders.
3. To change the name of the Company from American Eagle Manufacturing to No
Borders, Inc.
4. To increase the authorized shares of the Company's common stock from
20,000,000 to 200,000,000.
5. To change the Company's fiscal year from June 30 to December 31.
WHO IS ENTITLED TO NOTICE?
Each holder of an outstanding share of common stock of record on the
close of business on the Record Date, September 10, 2004, will be entitled to
notice of each matter to be voted upon pursuant to consents or authorizations.
Shareholders as of the close of business on the record date that hold in excess
of fifty percent (50%) of the Company's 2,756,006, issued and outstanding shares
of common stock have indicated that they will vote in favor of the Proposals.
Under Nevada Corporate Law, all of the activities requiring shareholder approval
may be taken by obtaining the written consent and approval of more than 50% of
the holders of voting stock in lieu of a meeting of the shareholders. No action
by the minority shareholders in connection with the Proposals is required.
WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS VOTE FOR AND HOW WILL
THEY VOTE?
Shareholders holding a majority of the outstanding stock have indicated
that they will vote for the following matters:
FOR the approval of the Asset Agreement between the Company and Bad Toys.
FOR the approval of the Exchange Agreement between the Company and the
shareholders of No Borders.
FOR the approval to change the name of the Company from American Eagle
Manufacturing to No Borders, Incorporated.
FOR the approval to increase the authorized shares of Company's common
stock to 200,000,000 from 20,000,000.
FOR, the approval to change the Company's fiscal year from June 30 to
December 31
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
Asset Purchase. For the approval of the Asset Agreement the affirmative
vote of a majority of the shares of common stock outstanding on the Record Date
or 1,378,004 shares will be required.
Share Exchange. For the approval of the Exchange Agreement with the
shareholders of No Borders the affirmative vote of a majority of the shares of
common stock outstanding on the Record Date, or 1,378,004 shares will be
required.
Name Change. For the approval to change the name of the Company from
American Eagle Manufacturing Company to No Borders, Inc. and amend the Company's
Articles of Incorporation to reflect the name change the affirmative vote of a
majority of the shares of common stock outstanding on the Record Date, or
1,378,004 will be required for approval.
Increase in Authorized Shares of Common Stock. For the approval to
increase the Company's shares of common stock back to 200,000,000 from
20,000,000 shares and amend the Company's Articles of Incorporation to reflect
the increase in the Company's common stock, the affirmative vote of a majority
of the shares of common stock outstanding on the Record Date, or 1,378,004 will
be required for approval.
Change of Fiscal Year. For the approval of Company's fiscal year from
June 30 to December 31 and amend the Articles of Incorporation to reflect a
change to the Company's fiscal year, the affirmative vote of a majority of
common stock outstanding on the Record Date, or 1,378,004 will be required.
STOCK OWNERSHIP
BENEFICIAL OWNERS
As of September 15, 2004, other than the persons identified below, no
person owned beneficially more than five percent (5%) of the Company's common
stock. Unless otherwise indicated, beneficial ownership is direct and the
persons indicated have sole voting and investment power. As of September 15,
2004, the Company had 2,756.006 shares of common stock outstanding.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Common Bad Toys 1,999,000 72.5
2344 Woodridge Avenue
Kingsport, TN 37664
Robert Cashman 200,000 7.3
2164 N. Glassell
Orange, Ca. 92865
Total: 2,199,000 79.8
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SECURITY OWNERSHIP OF MANAGEMENT
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
Common Bad Toys 1,999,000 72.5
2344 Woodridge Avenue
Kingsport, TN 37664
Total: All Directors & Officers and Beneficial 1,999,000 72.5
Owners as a Group
(1) Unless otherwise noted, we believe that all shares are beneficially
owned and that all persons named in the table have sole voting and
investment power with respect to all shares of common stock owned by
them.
(2) Applicable percentage of ownership is based on 2,756,006 shares of
common stock outstanding as of September 15, 2004, for each
stockholder. Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting of investment
power with respect to securities. Shares of common stock subject to
securities exercisable or convertible into shares of common stock that
are currently exercisable or exercisable within 60 days of September
15, 2004 are deemed to be beneficially owned by the person holding such
options for the purpose of computing the percentage of ownership of
such persons, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
PROPOSAL 1 - APPROVAL OF THE ASSET PURCHASE AGREEMENT
To prepare the Company to engage in new business and pursue the various
business opportunities with No Borders the Board of Directors has proposed the
sale of all or substantially all of the Company's assets that are used in its
custom motorcycle manufacturing operations. To that end the Board of Directors
of the Company and the Board of Directors of Bad Toys have agreed to enter into
a definitive agreement to sell to Bad Toys all or substantially all of the
assets of the Company. The Asset Agreement under which the Company will sell its
assets provides for the following:
o Bad Toys will purchase from the Company and the Company will transfer
to Bad Toys all of the Company's assets used in its custom motorcycle
manufacturing business in exchange for 1,818,182 shares of the common
stock of Bad Toys such shares to be dividended prorata by the Company
to the Company's shareholders of record as of September 15, 2004.
o Bad Toys will assume all of the liabilities of the Company that are
related to the Company's motorcycle manufacturing business.
o The closing of the asset purchase will take place two (2) business
days following the completion of all of the closing conditions.
o The operation of the Company as a custom motorcycle manufacturer
shall cease.
o The assets are to be sold "as is" and the Company does not make any
representations or warranties with regard to the assets and
liabilities being transferred to Bad Toys.
DESCRIPTION OF BAD TOYS, INC.
In November 2003, Bad Toys, Inc. commenced trading on the Over the
Counter Bulletin Board under the symbol BTOI.OB. From inception Bad Toys
developed strategies of growth through acquisition. In July 2003, the Company
purchased Bad Boyz Toyzz, Inc., a brokerage service to custom, classic cars, and
motorcycle owners. In February 2004, the Bad Toys purchased Chambers Automotive
and Precision Tricks Customs. In July 2004, Bad Toys expanded its services to
include body, paint, and restoration work. In August 2004, Bad Toys purchased
the majority shares in American Eagle Manufacturing Co. while Bad Toys was
active in pursuing growth through acquisition, it contracted with Cornell
Capital Partners L.P. for a $12 million equity line, to provide the necessary
funding for working capital and to grow the business. As of September 3, 2004,
Bad Toys changed its name to Bad Toys Holdings, Inc., and is now trading under
the symbol BTYHV.OB.
DESCRIPTION OF BAD TOYS SECURITIES
GENERAL
Bad Toys authorized capital consists of 300,000,000 shares of common
stock, par value $0.001 per share. On September 15, 2004, there were 9,283,016
outstanding shares of common stock and 818,888 shares of convertible preferred
stock. Set forth below is a description of certain provisions relating to the
company's capital stock. For additional information, please refer to Bad Toys'
Articles of Incorporation and By-Laws and the Nevada General Corporate Laws.
COMMON STOCK
Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of
involuntary liquidation, all stockholders are entitled to a pro rata
distribution after payment of liabilities and after provision has been made for
each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to future
offerings of shares of common stock. Holders of common stock are entitled to
dividends if, as and when declared by the board of directors out of the funds
legally available therefore at that time. It is Bad Toys' present intention to
retain earnings, if any, for use in its business. The payment of dividends on
the common stock are, therefore, unlikely in the foreseeable future.
PREFERRED STOCK
The purchase price of Bad Toys' Preferred Stock is $1.00 per share with
a dividend rate of 10% per annum on a cumulative basis. Preferred Stock has a
liquidation preference over common stock and is convertible to common stock at a
1:10 ration. It is redeemable at $1.00 per share plus accumulated dividends. As
of September 8, 2004, Bad Toys had 818,888 shares of convertible preferred stock
outstanding.
WARRANTS
Bad Toys has not issued any warrants since inception.
OPTIONS
Bad Toys has not issued any options since inception.
DIVIDENDS
Bad Toys has not declared or paid cash dividends on its common stock
since its inception and does not anticipate paying cash dividends in the
foreseeable future. The payment of cash dividends may be made at the discretion
of the Board of Directors at that time and will depend upon, among other
factors, Bad Toys' operations, its capital requirements, and its overall
financial condition.
PROPOSAL 2 -APPROVAL OF THE SHARE EXCHANGE AGREEMENT
PURPOSE AND EFFECT OF EXCHANGE AGREEMENT
Our Board of Directors believes that the Exchange Agreement under which
the Company will acquire 100% of the stock of No Borders will provide a new
business direction for the Company and move it towards increased profitability.
To that end the Board of Directors of the Company and the Board of Directors of
No Borders have both agreed to a definitive agreement.
DESCRIPTION OF EXCHANGE AGREEMENT
The Exchange Agreement provides for the following:
o all of the issued and outstanding shares of No Borders will be
acquired by the Company, such that No Borders will become a
wholly-owned subsidiary of the Company;
o in exchange for 100% of the stock of No Borders the Company will
issue to the current shareholders of No Borders 40,000,000 shares of
the Company's common stock;
o at the closing of the transaction the current officers and directors
of the Company shall resign from their positions as officers and
directors and contemporaneously new officers and directors shall be
elected;
o the Company shall change its name from American Eagle Manufacturing
Co to No Borders Incorporated;
o the Company and No Borders each make customary representations and
warranties in the Exchange Agreement regarding their organizational
governance, capitalization, financial statements, consents and
authorizations and compliance with certain Nevada state and federal
laws and regulations;
o the Company and No Borders each agree to indemnify the other for
loss, liability, claims, damages and expenses caused as a result of
the others' willful negligence or misrepresentations;
o the Company covenants not to perform a reverse split for a period of
twelve (12) months after the closing; and
o the Exchange Agreement shall be consummated upon the completion of
the closing conditions.
DESCRIPTION OF NO BORDERS STOCK
COMMON STOCK 2,000 shares authorized and 1,000 issued and outstanding
PREFERRED STOCK None
OPTIONS The Company has not issued any options as of September 15, 2004.
WARRANTS None
PROPOSAL 3 - APPROVAL OF NAME CHANGE
PURPOSE AND EFFECT OF NAME CHANGE
Our Board of Directors believes that changing the name of the Company to No
Borders Incorporated will be more representative of the future business of the
Company. In addition, a name change is a requirement under the Exchange
Agreement with No Borders and therefore the Company would be required to change
its name upon closing the Exchange Agreement.
PROPOSAL 4 - APPROVAL TO INCREASE THE AUTHORIZED SHARES OF THE COMPANY.
PURPOSE AND EFFECT OF INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
The increase of the authorized shares of Company's common stock is for
the purpose of facilitating the Exchange Agreement, and to allow for the
issuance of shares to facilitate acquisitions and other transactions, including
raising capital.
PROPOSAL 5 - APPROVAL TO CHANGE THE FISCAL YEAR FROM JUNE 30 TO
DECEMBER 31
The change of the fiscal year to December 31 from June 30 is for the
purpose of facilitating the requirements of the Exchange Agreement.
DESCRIPTION OF THE COMPANY'S SECURITIES
COMMON STOCK
Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of
involuntary liquidation, all stockholders are entitled to a pro rata
distribution after payment of liabilities and after provision has been made for
each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to future
offerings of shares of common stock. Holders of common stock are entitled to
dividends if, as and when declared by the board of directors out of the funds
legally available therefore at that time.
PREFERRED STOCK
The Company has not issued any preferred stock since it's inception.
WARRANTS
The Company has not issued any warrants since inception.
OPTIONS
The Company has not issued any options since inception.
DIVIDENDS
The Company has not declared or paid cash dividends on its common stock
since its inception and does not anticipate paying cash dividends in the
foreseeable future. The payment of cash dividends may be made at the discretion
of the Board of Directors at that time and will depend upon, among other
factors, the Company's operations, its capital requirements, and its overall
financial condition
TRANSFER AGENT
The Company's transfer agent is Nevada Agency & Trust Company. Its
telephone number is (775) 322-0626.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION
Authorized but unissued shares of common stock and preferred stock
would be available for future issuance without our shareholders' approval. These
additional shares may be utilized for a variety of corporate purposes including
but not limited to future public or direct offerings to raise additional
capital, corporate acquisitions and employee incentive plans. The issuance of
such shares may also be used to deter a potential takeover of the Company that
may otherwise be beneficial to shareholders by diluting the shares held by a
potential suitor or issuing shares to a shareholder that will vote in accordance
with the Company's Board of Directors' desires at that time. A takeover may be
beneficial to shareholders because, among other reasons, a potential suitor may
offer shareholders a premium for their shares of stock compared to the
then-existing market price.
ADDITIONAL INFORMATION
Certain financial and other information required pursuant to Item 13 of
the Proxy Rules is incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended June 30, 2003, and the Company's Quarterly
Reports on Form 10-QSB for the six month periods ending September 30, 2003,
December 31, 2003 and March 31, 2004
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a)......Since August 20, 2004, Larry N. Lunan has been an afficer,
director and major share holder of Bad Toys. Bad Toys is currently a majority
shareholder of the Company holding 72.5% of the Company's common stock. Mr.
Lunan owns 32.4% of Bad Toys' common stock.
(b)......No director of the Company has informed the Company that he
intends to oppose the proposed action to be taken by the Company set forth in
this information statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals
in this information statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one information statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly
upon written or oral request a separate copy of the information statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
wishes to receive a separate copy of the information statement by sending a
written request to the Company at 2052 Corte Del Nogal, Ste. A, Carlsbad,
California 92009; or by calling the Company at (423) 247-9560 and requesting a
copy of the information statement. A security holder may utilize the same
address and telephone number to request either separate copies or a single copy
for a single address for all future information statements and annual reports.
By Order of the Board of Directors
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Larry N. Lunan
President, Chief Executive Officer and Director
Carlsbad, California
September 15, 2004