SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement
ANZA CAPITAL, INC.
(Name of Registrant as Specified in 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 O-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 O-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
O-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:
ANZA CAPITAL, INC.
3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 2004
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of the Shareholders
of Anza Capital, Inc. (the "Company") to be held on November 8, 2004 at 2:00 PM,
Pacific Standard Time, at the New York-New York Hotel and Casino, 3790 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, to consider and act upon the following
proposals, as described in the accompanying Information Statement:
1. To re-elect the existing sole director to serve until the next Annual
Meeting of Shareholders and thereafter until his successor is elected
and qualified;
2. To ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP,
as independent auditors of the Company for the fiscal year ending
April 30, 2005;
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Information
Statement accompanying this Notice. The Board of Directors has fixed the close
of business on September 28, 2004, as the record date for Shareholders entitled
to notice of and to vote at this meeting and any adjournments thereof.
By Order of the Board of Directors
Vincent Rinehart, President
October [__], 2004
Costa Mesa, California
2
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of Anza Capital, Inc., a Nevada corporation (the "Company") in
connection with the upcoming annual meeting of its shareholders. This
Information Statement is being first sent to stockholders on or about October
15, 2004.
PROPOSALS
The following proposals are being presented at the meeting (the
"Proposals"):
1. To re-elect the existing sole director to serve until the next Annual
Meeting of Shareholders and thereafter until his successor is elected
and qualified;
2. To ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP,
as independent auditors of the Company for the fiscal year ending
April 30, 2005;
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
VOTE REQUIRED
The vote which is required to approve the above Proposals is the
affirmative vote of the holders of a majority of the Company's voting stock.
Each holder of common stock is entitled to one (1) vote for each share held.
The holders of Series D Convertible Preferred Stock are entitled to 126.81 votes
per share, and the holders of Series F Convertible Preferred Stock are entitled
to 100 votes per share. The holders of Series G Convertible Preferred Stock do
not have voting rights.
The record date for purposes of determining the number of outstanding
shares of voting stock of the Company, and for determining stockholders entitled
to vote, is the close of business on September 28, 2004 (the "Record Date").
The Board of Directors of the Company adopted the resolution approving and
recommending each of the Proposals on September 26, 2004. As of the Record
Date, the Company had outstanding 5,358,846 shares of common stock, 8,201.5
shares of Series D Convertible Preferred Stock, 18,800 shares of Series F
Convertible Preferred Stock, and 500,000 shares of Series G Convertible
Preferred Stock. Holders of the shares have no preemptive rights. All
outstanding shares are fully paid and nonassessable. The transfer agent for the
common stock is Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102,
Frisco, Texas 75034, telephone (469) 633-0101.
VOTE OBTAINED - SECTION 78.320 NEVADA REVISED STATUTES
Section 78.320 of the Nevada Revised Statutes (the "Nevada Law") provides
that the written consent of the holders of the outstanding shares of voting
stock, having not less than the minimum number of votes which would be necessary
3
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for such a meeting. In
order to eliminate the costs and management time involved in obtaining proxies
and in order to effect the Proposals as early as possible in order to accomplish
the purposes of the Company as hereafter described, the Board of Directors of
the Company voted to utilize, and did in fact obtain, the written consent of the
holders of a majority of the voting power of the Company.
Pursuant to Section 78.370 of the Nevada Revised Statutes, the Company is
required to provide prompt notice of the taking of the corporate action without
a meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice. No
dissenters' or appraisal rights under the Nevada Law are afforded to the
Company's stockholders as a result of the approval of the Proposals.
PROPOSAL ONE
ELECTION OF DIRECTORS
Directors are elected by the shareholders at each annual meeting to hold
office until their respective successors are elected and qualified, and need not
be shareholders of the Company or residents of the State of Nevada. Directors
may receive compensation for their services as determined by the Board of
Directors. See "Compensation of Directors." The number of Directors shall be
set by the Board of Directors. Presently, the Board consists of one (1) member,
namely Mr. Vincent Rinehart. Mr. Rinehart has chosen to stand for re-election
and has been nominated for re-election by the Board. No other persons have been
nominated for election to the Board.
The Board of Directors has instructed the President to explore additional
candidates to be added to the Board. No candidates have been identified at this
time.
Voting for the election of directors is non-cumulative, which means that a
simple majority of the shares voting may elect all of the directors. Each share
of common stock is entitled to one (1) vote and, therefore, has a number of
votes equal to the number of authorized directors. The holders of Series D
Convertible Preferred Stock are entitled to 126.81 votes per share, and the
holders of Series F Convertible Preferred Stock are entitled to 100 votes per
share.
Although management of the Company expects that each of the following
nominees will be available to serve as a director, in the event that any of them
should become unavailable prior to the shareholders meeting, a replacement will
be appointed by a majority of the then-existing Board of Directors. Management
has no reason to believe that any of its nominees, if elected, will be
unavailable to serve. All nominees are expected to serve until the next Annual
Meeting of Shareholders or until their successors are duly elected and
qualified.
NOMINEES FOR ELECTION AS DIRECTOR
The following table sets forth certain information with respect to persons
nominated by the Board of Directors of the Company for election as Directors of
the Company and who will be elected following the annual shareholders meeting:
4
Name Age Position(s)
---------------- --- ---------------------------------------------------
Vincent Rinehart 54 Sole Director, President, Chief Executive Officer,
Secretary, and Principal Accounting Officer
VINCENT RINEHART has been a director and the President and Chief Executive
Officer of the Company since April 12, 2000, and its Chairman since January 1,
2001. He also serves in the following capacities: Chairman of the Board,
President, and CEO of American Residential Funding, Inc., our wholly owned
subsidiary ("AMRES") (commencing in 1997); Chief Executive Officer of Firstline
Mortgage, Inc., a HUD-approved originator of FHA, VA, and Title 1 loans
(commencing in 1985); and a director of Firstline Relocation Services, Inc., a
three-office enterprise that provides real estate sales, financing, destination,
and departure services to Fortune 500 companies (commencing in 1995). Mr.
Rinehart received his B.A. in Business Administration from California State
University at Long Beach in 1972.
To the Company's knowledge, none of the nominees presently serve as
directors of public corporations other than Anza Capital, Inc.
BOARD COMPENSATION
In November 2002, Scott Presta received 42,500 shares (after giving effect
to the 1-for-20 reverse stock split effective April 21, 2003) of our common
stock for past services as a director and for agreeing to stand for re-election
as a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares (after giving effect to the 1-for-20 reverse stock split effective April
21, 2003) of common stock for agreeing to stand for election as a director. In
connection with his resignation from the Board of Directors on July 23, 2004,
Mr. Arevalo returned the 25,000 shares. There are currently no agreements with
any of the directors, or director nominees for additional compensation, and the
Company does not anticipate paying any additional compensation. Directors of
the Company are entitled to reimbursement for their travel expenses. The Company
does not pay additional amounts for committee participation or special
assignments of the Board of Directors.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended April 30, 2004, the Board of Directors met on
numerous occasions and took written action on numerous other occasions. All the
members of the Board attended the meetings. The written actions were by
unanimous consent.
On April 11, 2003, an Audit Committee of the Board of Directors was formed.
During the fiscal year ended April 30, 2004, the Audit Committee met on one
occasion. In accordance with a written charter adopted by the Company's Board
of Directors, the Audit Committee assisted the Board of Directors in fulfilling
its responsibility for oversight of the quality and integrity of the Company's
financial reporting process, including the system of internal controls. In
connection with the audit of our financial statements for the fiscal year ended
April 30, 2004, the Audit Committee (i) reviewed and discussed the audited
financial statements with management, (ii) discussed with the independent
auditors the matters required to be discussed by SAS 61, (iii) received the
written disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, (iv) discussed with the independent
accountant the independent accountant's independence, and (v) made appropriate
recommendations to the Company's Board of Directors concerning inclusion of the
audited financial statements in the Company's annual report on Form 10-K.
5
The directors who were members of the Audit Committee were Kenneth Arevalo
and L. Wade Svicarovich, both of whom were considered independent directors in
accordance with Exchange Act Rule 10A(m)(3). Mr. Arevalo was considered by our
Board of Directors to be an audit committee financial expert. Following Mr.
Avevalo's resignation from the Board of Directors effective July 23, 2004 and
Mr. Svicarovich's resignation from the Board of Directors effective September
17, 2004, the Audit Committee was disbanded. As a result, we do not currently
have an audit committee financial expert.
On April 11, 2003, a Compensation Committee of the Board of Directors was
formed, consisting of Vincent Rinehart and Scott A. Presta. During the fiscal
year ended April 30, 2004, the Compensation Committee took action by unanimous
written consent on one occasion. Following Mr. Presta's resignation from the
Board of Directors effective April 1, 2004, the Compensation Committee was
disbanded.
We do not have a nominating committee because we have only a single
director. Our Board of Directors does not act pursuant to a charter or similar
document with respect to its selection of candidates for election to the Board.
Mr. Rinehart, as our sole director, is not considered independent in accordance
with Exchange Act Rule 10A(m)(3). We do not have a policy with regard to the
consideration of any director candidates recommended by security holders, and
will not consider candidates so recommended. No minimum qualifications have
been established for the selection of director candidates.
Our Board of Directors does not currently provide a process for security
holders to send communications to the Board because, as a result of our small
size, it is impracticable for us to have a formal process.
The members of our Board of Directors are invited and encouraged to attend
our annual shareholder's meeting, although they are not required to do so. At
last year's annual shareholder's meeting, all of our existing directors and
nominees were present.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed Singer Lewak Greenbaum & Goldstein LLP
to audit the consolidated financial statements of the Company for the fiscal
year ending April 30, 2005, and seeks ratification of such appointment. In the
event of a negative vote on such ratification, the Board of Directors will
reconsider its appointment.
Representatives of Singer Lewak Greenbaum & Goldstein LLP are not expected
to be present at the annual meeting.
CHANGES IN ACCOUNTANTS
On August 20, 2004, McKennon, Wilson & Morgan, LLP, the independent
accountants previously engaged as the principal accountants to audit our
financial statements, declined to stand for re-election after the completion of
the most recent audit, due to the audit partner rotation requirements of Section
203 of the Sarbanes Oxley Act of 2002.
6
Also effective on August 20, 2004, we engaged Singer Lewak Greenbaum &
Goldstein LLP, as our independent certified public accountants. The decision to
change accountants was approved by our Board of Directors.
The audit report of McKennon, Wilson & Morgan, LLP on our financial
statements as of April 30, 2004 and for each of the two years in the period
ended April 30, 2004 (the "Audit Period") did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except the reports were modified to
include an explanatory paragraph wherein they expressed substantial doubt about
our ability to continue as a going concern. During the Audit Period, and
through August 20, 2004, there were no disagreements with McKennon, Wilson &
Morgan, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report, and there were no reportable events as described in Item
304(a)(1)(v) of Regulation S-K.
We previously provided a copy of this disclosure to McKennon, Wilson &
Morgan, LLP and requested that the former accountants furnish us with a letter
addressed to the Securities and Exchange Commission stating whether they agree
with the statements made by us, and, if not, stating the respects in which they
do not agree. A copy of the letter was attached to our Form 8-K filed with the
Commission on August 20, 2004.
During the two most recent fiscal years, or any subsequent interim period
prior to engaging Singer Lewak Greenbaum & Goldstein LLP, neither we nor anyone
acting on our behalf consulted with Singer Lewak Greenbaum & Goldstein LLP
regarding (i) the application of accounting principles to a specific completed
or contemplated transaction, or (ii) the type of audit opinion that might be
rendered on our financial statements where either written or oral advice was
provided that was an important factor considered by us in reaching a decision as
to the accounting, auditing, or financial reporting issue, or (iii) any matter
that was the subject of a disagreement with our former accountant on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the subject matter of the disagreements in connection with its audit report.
AUDIT FEES
During the fiscal years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan LLP, our previous auditor, billed the Company $73,100 and $63,000,
respectively, in fees for professional services for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-Q or 10-QSB, as applicable.
AUDIT - RELATED FEES
During the fiscal years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan LLP billed the Company $10,167 and $12,866, respectively, relating to
procedures performed in connection with proxy and registration information filed
with the SEC. There were no amounts billed related to any assurance and related
services related to the performance of the audit or review of the Company's
financial statements.
7
TAX FEES
During the fiscal years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan LLP billed the Company $9,700 and $6,500, respectively, for professional
services for tax preparation.
ALL OTHER FEES
During the fiscal years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan LLP did not bill the Company for any other fees.
Of the fees described above for the fiscal year ended April 30, 2004, 100%
were approved by the Audit Committee. The Audit Committee's pre-approval
policies and procedures were detailed as to the particular service and the audit
committee was informed of each service and such policies and procedures did not
include the delegation of the audit committee's responsibilities. Of the fees
described above for the fiscal year ended April 30, 2003, 100% were approved by
the Board of Directors of the Company as there was not an Audit Committee in
place at the time of the approvals.
OTHER INFORMATION
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of our current directors
and executive officers, the principal offices and positions held by each person,
and the date such person became a director or executive officer. Our executive
officers are elected annually by the Board of Directors. The directors serve
one year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. Unless described below, there are no family relationships among any
of the directors and officers.
Name Age Position(s)
---------------- --- ----------------------------------------------------
Vincent Rinehart 54 Sole Director, President, Chief Executive Officer,
Secretary, and Principal Accounting Officer
VINCENT RINEHART has been a director and the President and Chief Executive
Officer of the Company since April 12, 2000, and its Chairman since January 1,
2001. He also serves in the following capacities: Chairman of the Board,
President, and CEO of AMRES (commencing in 1997); Chief Executive Officer of
Firstline Mortgage, Inc., a HUD-approved originator of FHA, VA, and Title 1
loans (commencing in 1985); and a director of Firstline Relocation Services,
Inc., a three -office enterprise that provides real estate sales, financing,
destination, and departure services to Fortune 500 companies (commencing in
1995). Mr. Rinehart received his B.A. in Business Administration from
California State University at Long Beach in 1972.
To the Company's knowledge, none of our directors presently serve as
directors of public corporations other than Anza Capital, Inc.
8
EXECUTIVE OFFICERS AND DIRECTORS
On June 1, 2001, we entered into an Employment Agreement with Vincent
Rinehart. Under the terms of the agreement, we are to pay to Mr. Rinehart a
salary equal to $275,000 per year, subject to an annual increase of 10%
commencing January 1, 2002, plus an automobile allowance of $1,200 per month and
other benefits, including life insurance. The agreement is for a term of 5
years and provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for any reason, including cause. Mr. Rinehart's Employment Agreement was
ratified by the shareholders of the Company at our 2001 Annual Shareholders
Meeting.
2000 Stock Compensation Program
In December 1999, our Board of Directors approved the 2000 Stock
Compensation Program (the "2000 Plan"), as amended. A total of 440,000 shares
(after giving effect to the 1-for-20 reverse stock split effective April 21,
2003) of common stock are reserved for issuance under the 2000 Plan, all of
which have been issued. Unless terminated sooner, the 2000 Plan will terminate
automatically in December of 2004.
The 2000 Plan is administered by the Board of Directors. The administrator
has the power to determine the individuals to whom options, restricted shares or
rights to purchase shares shall be granted, the number of shares or securities
subject to each option, restricted share, purchase right or other award, the
duration, times and exercisability of each award granted, and the price of any
share purchase or exercise price of any option.
Options granted under the 2000 Plan are generally not transferable by the
optionee except by will or the laws of descent and distribution, and each option
is exercisable, during the lifetime of the optionee, only by the optionee.
Options generally must be exercised within 30 days following the end of the
optionee's status as an employee or consultant unless extended to 90 days in the
discretion of the administrator. Options may be exercised for up to 6 months
upon death or disability. However, in no event may an option be exercised later
than the earlier of the expiration of the term of the option or five years from
the date of the 2000 Plan.
The 2000 Plan may be amended, altered, suspended or terminated by the
administrator at any time, but no such amendment, alteration, suspension or
termination may adversely affect the terms of any option, restricted share,
purchase right or other award previously granted without the consent of the
affected participant. Unless terminated sooner, the 2000 Plan will terminate
automatically in December of 2004.
2003 Omnibus Securities Plan
On February 28, 2003, our Board of Directors approved the Anza Capital,
Inc. 2003 Omnibus Securities Plan. The Plan offers selected employees,
directors, and consultants an opportunity to acquire our common stock, and
serves to encourage such persons to remain employed by us and to attract new
employees. The plan allows for the award of stock and options, up to 750,000
shares (after giving effect to the 1-for-20 reverse stock split effective April
21, 2003) of our common stock. On May 1 of each year, the number of shares in
the 2003 Securities Plan shall automatically be adjusted to an amount equal to
ten percent (10%) of the outstanding stock of the Company on April 30 of the
immediately preceding year. On May 4, 2004, pursuant to this provision, our
Board of Directors increased the number of shares available under the plan by
936,746 shares. During the fiscal year ended April 30, 2004, we issued 40,000
shares under the plan, and subsequent to the year-end an additional 100,000
shares were returned. As of the date of this Annual Report, there are 796,746
shares available for issuance under the plan.
9
Board Compensation
In November 2002, Scott Presta received 42,500 shares (after giving effect
to the 1-for-20 reverse stock split effective April 21, 2003) of our common
stock for past services as a director and for agreeing to stand for re-election
as a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares (after giving effect to the 1-for-20 reverse stock split effective April
21, 2003) of common stock for agreeing to stand for election as a director. In
connection with his resignation from the Board of Directors on July 23, 2004,
Mr. Arevalo returned the 25,000 shares. There are currently no agreements with
any of the directors, or director nominees for additional compensation, and the
Company does not anticipate paying any additional compensation. Directors of
the Company are entitled to reimbursement for their travel expenses. The Company
does not pay additional amounts for committee participation or special
assignments of the Board of Directors.
Summary Compensation Table
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended April 30, 2004,
2003 and 2002. Other than as set forth herein, no executive officer's salary
and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation (adjusted to reflect the
1-for-20 reverse stock split effective April 21, 2003), if any, whether paid or
deferred.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------ --------------------------------------------------------
AWARDS PAYOUTS
----------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS SARS LTIP PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
Vincent Rinehart 2004 329,452 - 14,400 - - - -
Pres., CEO, Chairman 2003 312,583 5,000 14,400 -0- -0- -0- -0-
2002 290,000 5,000 24,000 -0- 125,000 -0- -0-
Scott A. Presta (1) 2004 -0- -0- -0- -0- -0- -0- -0-
Director 2003 -0- -0- -0- 22,950 -0- -0- -0-
2002 -0- -0- -0- -0- -0- -0- -0-
Kenneth Arevalo (2) 2004 -0- -0- -0- -0- -0- -0- -0-
Director 2003 -0- -0- -0- 13,500 -0- -0- -0-
2002 -0- -0- -0- -0- -0- -0- -0-
L. Wade Svicarovich (3) 2004 -0- -0- -0- -0- -0- -0- -0-
Director 2003 -0- -0- -0- 13,500 -0- -0- -0-
2002 -0- -0- -0- -0- -0- -0- -0-
(1) Mr. Scott Presta resigned as an officer and director of the company effective April 1, 2004.
(2) Mr. Ken Arevalo resigned as a director of the company effective July 23, 2004.
(3) Mr. L. Wade Svicarovich resigned as a director of the company effective September 17, 2004.
10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS/SARS
UNDERLYING GRANTED EXERCISE OR
OPTIONS/SARS GRANTED TO EMPLOYEES IN FISCAL BASE PRICE
NAME (#) YEAR ($/SH) EXPIRATION DATE
Vincent Rinehart -0- N/A N/A N/A
Scott A. Presta -0- N/A N/A N/A
Kenneth Arevalo -0- N/A N/A N/A
L. Wade Svicarovich -0- N/A N/A N/A
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SECURITIES UNDERLYING OPTION/SARS
SHARES ACQUIRED ON OPTIONS/SARS AT FY-END AT FY-END
EXERCISE VALUE REALIZED (#) ($)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Vincent Rinehart N/A N/A N/A N/A
Scott A. Presta N/A N/A N/A N/A
Kenneth Arevalo N/A N/A N/A N/A
L. Wade Svicarovich N/A N/A N/A N/A
BOARD COMPENSATION
In November 2002, Scott Presta received 42,500 shares (after giving effect
to the 1-for-20 reverse stock split effective April 21, 2003) of our common
stock for past services as a director and for agreeing to stand for re-election
as a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares (after giving effect to the 1-for-20 reverse stock split effective April
21, 2003) of common stock for agreeing to stand for election as a director. In
connection with his resignation from the Board of Directors on July 23, 2004,
Mr. Arevalo returned the 25,000 shares. There are currently no agreements with
any of the directors, or director nominees for additional compensation, and the
Company does not anticipate paying any additional compensation. Directors of
the Company are entitled to reimbursement for their travel expenses. The Company
does not pay additional amounts for committee participation or special
assignments of the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 12, 2000, we closed the acquisition of AMRES and Bravo Real
Estate. Pursuant to the Amended and Restated Purchase Agreement, we issued
375,000 shares (adjusted to reflect the 1-for-20 reverse stock split effective
on April 21, 2003) of our common stock to EMB, representing nearly 40% of our
then issued and outstanding common stock, paid $1,595,000 cash, and issued a
promissory note in the initial amount of $2,405,000, and AMRES and Bravo Real
Estate became our wholly owned subsidiaries. As of April 30, 2001, the
remaining principal balance of the promissory note was $1,055,000, and the note
was cancelled in its entirety effective June 27, 2001, (see discussion of Global
Settlement below). AMRES was the acquirer for financial reporting purposes.
11
Since Bravo Real Estate had no operations or net assets, our management
determined that a nominal value of $1,000 be attributed to its name. The fair
value attributable to the 375,000 (adjusted to reflect the 1-for-20 reverse
stock split effective on April 21, 2003) of our common stock on April 12, 2000
was $3,838,000 based on the fair value of assets acquired. Because the purchase
was accounted for as a reverse acquisition, the $4.0 million in cash and notes
issued to EMB were treated as a deemed distribution with a charge to our
accumulated deficit. On April 12, 2000, James E. Shipley, the former CEO of
EMB, was elected our Chairman of the Board of Directors and Vincent Rinehart was
elected our President, Chief Executive Officer, and a director. Bravo Real
Estate has not sold any franchises and is attempting to become an operating
subsidiary.
Mr. Shipley was the CEO, President, and a less than 5% owner of EMB at the
time of our acquisition of AMRES and Bravo from EMB. Mr. Shipley resigned as
Chairman of EMB and became our Chairman in April 2000 (replacing Mr. Roth as our
Chairman), and then resigned as our chairman and one of our officers on December
31, 2000, when Mr. Rinehart became our Chairman.
Mr. Rinehart was never an officer or director of EMB, but was the owner of
100,000 shares (adjusted to reflect the 1-for-20 reverse stock split effective
on April 21, 2003) of EMB common stock, making him less than a 10% owner of EMB
at the time of the sales in April 2000, and continues as one of our officers and
directors, as well as an officer of all of our wholly-owned subsidiaries.
On April 12, 2000, in accordance the provisions of the Certificate of
Designations, Preferences and Rights of Class B Convertible Preferred Stock,
AMRES Holding/Rinehart demanded that its B Preferred be repurchased by us for an
aggregate of one million dollars. On April 20, 2000, we agreed with AMRES
Holding/Rinehart and Mr. Presta to amend the Titus Purchase Agreement to provide
for the return of 100,000 shares of our Class B preferred stock issued to AMRES
Holding and Mr. Presta upon the issuance of 50,000 shares (adjusted to reflect
the 1-for-20 reverse stock split effective on April 21, 2003) of our common
stock to them.
On May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers
and directors of prior management, resigned their remaining positions with us.
On that date, Mr. Presta, an executive officer and director of Titus Real
Estate, was elected as our Secretary and as one of our directors.
On April 13, 2000, Mr. Shipley loaned the Company $300,000 due April 12,
2001, together with interest at 10% per annum. This loan was satisfied by the
issuance of 7,500 shares (adjusted for the 1-for-20 reverse stock split
effective April 21, 2003) of the Company's common stock to Mr. Shipley on or
about April 25, 2001. Based on a press release by EMB, effective July 25, 2001,
James E. Shipley again became the Chief Executive Officer of EMB.
On July 1, 2001, the Company entered into an Employment Agreement with
Vincent Rinehart. Under the terms of the agreement, the Company is to pay to
Mr. Rinehart a salary equal to $275,000 per year, subject to an annual increase
of 10% commencing January 1, 2002, plus an automobile allowance of $1,200 per
month and other benefits, including life insurance. The agreement is for a term
of 5 years and provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for any reason, including cause. Mr. Rinehart's Employment Agreement was
ratified by the shareholders of the Company at the 2001 Annual Shareholders
Meeting.
12
In November 2002, Scott Presta received 42,500 shares (after giving effect
to the 1-for-20 reverse stock split effective April 21, 2003) of our common
stock for past services as a director and for agreeing to stand for re-election
as a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares (after giving effect to the 1-for-20 reverse stock split effective April
21, 2003) of common stock for agreeing to stand for election as a director. In
connection with his resignation from the Board of Directors on July 23, 2004,
Mr. Arevalo returned the 25,000 shares.
On February 28, 2003, the Company entered into a Debt Exchange Agreement
with Vincent Rinehart, Chairman, CEO, Secretary, and Chief Financial Officer.
Under the terms of the agreement, Rinehart (i) cancelled options to acquire
2,500,000 shares of common stock previously acquired as part of his Employment
Agreement, and (ii) converted an aggregate of $433,489.06 in principal and
interest under a promissory into (y) 6,000,000 shares of common stock and (z)
18,800 shares of newly created Series F Convertible Preferred Stock.
On April 30, 2004, we issued to Vincent Rinehart a total of 164,500 shares
of our common stock as payment of dividends accrued through that date on the
Series F Convertible Preferred Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 28, 2004, certain
information with respect to our equity securities owned of record or
beneficially by (i) each of our Officers and Directors; (ii) each person who
owns beneficially more than 5% of each class of our outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.
COMMON STOCK
------------
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OF CLASS (2)
-------------- -------------------------------------- --------------------- ------------
Common Vincent Rinehart 2,703,775 (3) 36.1%
Stock
Common Keyway Investments, Ltd. 1,518,456 (5)(6) 24.8%
Stock 19 Mount Havlock
Douglas, Isle of Man
United Kingdom 1M1 2QG
Common Cranshire Capital, L.P. 909,063 (4) 15.1%
Stock c/o Downsview Capital, Inc.
666 Dundee Road, Suite 1901
Northbrook, Illinois 60062
Common All officers and directors as a group 2,753,775 (3) 36.7%
Stock (1 person)
13
(1) Unless otherwise noted, the address of each beneficial owner is c/o Anza Capital,
Inc., 3200 Bristol Street, Suite 700, Costa Mesa, California 92626.
(2) Unless otherwise indicated, based on 5,358,846 shares of common stock outstanding.
Shares of common stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the percentage of the
person holding such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
(3) Includes 1,880,000 shares of common stock which may be acquired by Rinehart upon
the conversion of 18,800 shares of Series F Convertible Preferred Stock. The shares of
Series F Convertible Preferred Stock shall be voted equally with the common stock on all
matters submitted to the shareholders, with the holder thereof having 100 votes per share
of Series F.
(4) Includes 390,004 shares of common stock which may be acquired by Cranshire upon the
conversion of 3,075.5 shares of Series D Convertible Preferred Stock. The shares of Series
D Convertible Preferred Stock shall be voted equally with the common stock on all matters
submitted to the shareholders, with the holder thereof having 126.81 votes per share of
Series D.
(5) Includes 510,854 shares of common stock which may be acquired by Keyway upon the
conversion of 4,028.5 shares of Series D Convertible Preferred Stock. The shares of
Series D Convertible Preferred Stock shall be voted equally with the common stock on all
matters submitted to the shareholders, with the holder thereof having that number of votes
equal to the number of shares of common stock which may be acquired upon conversion.
(6) Keyway Investments Ltd. has advised us that they beneficially own all of our
securities owned of record by EURAM Cap Strat "A" Fund Limited.
14
PREFERRED STOCK
---------------
NAME AND ADDRESS OF
-------------------------------------- AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------------- -------------------------------------- --------------------- ---------
SERIES D Keyway Investments, Ltd. (8) 4,028.5 49.1% (2)
PREFERRED (1) 19 Mount Havlock
Douglas, Isle of Man
United Kingdom 1M1 2QG
SERIES D Cranshire Capital, L.P. 3,075.5 37.5% (2)
PREFERRED (1) c/o Downsview Capital, Inc.
666 Dundee Road, Suite 1901
Northbrook, Illinois 60062
SERIES D The dotCom Fund, LLC 1,097.5 13.4% (2)
PREFERRED (1) 666 Dundee Road, Suite 1901
Northbrook, Illinois 60062
SERIES F Vincent Rinehart 18,800 100% (4)
PREFERRED (3) c/o Anza Capital, Inc.
3200 Bristol Street, Suite 700
Costa Mesa, California 92626
SERIES G Peter and Irene Gauld 500,000 100% (8)
PREFERRED (7) 33 Malcom's Mount West
Stonehaven AB39 2TF
Scotland UK
All officers and directors as a group 18,800 (5) 100% (5)
(1 person)
(1) Each share of Series D Convertible Preferred Stock (after giving effect to the 1-for-20
reverse stock split) (i) has a liquidation preference equal to $126.81 per share, (ii) is
entitled to receive a quarterly non-cumulative dividend equal to 7% per annum, which may be paid
in cash or in common stock at the discretion of the Company based on the average of the closing
bid price for the last ten trading days of the applicable quarter, (iii) may be converted, after
February 28, 2004, into 126.81 shares of Company common stock at the option of the holder, and
(iv) is entitled to 126.81 votes on all matters submitted to the shareholders for approval.
(2) Based on 8,201.5 shares of Series D Convertible Preferred Stock outstanding.
(3) Each share of Series F Convertible Preferred Stock (after giving effect to the 1-for-20
reverse stock split) (i) has a liquidation preference (after the Series D and Series E
Convertible Preferred Stock) equal to $16.675 per share, (ii) is entitled to a quarterly,
non-cumulative dividend of 1.75 shares of Company common stock, which may be paid in cash at the
Company's discretion based on the average of the closing bid price for the last ten trading days
of the applicable quarter, (iii) may be converted, after February 28, 2004, into 100 shares of
Company common stock at the option of the holder, and (iv) is entitled to 100 votes on all
matters submitted to the shareholders for approval.
15
(4) Based on 18,800 shares of Series F Convertible Preferred Stock outstanding.
(5) Represents Series F Convertible Preferred Stock only.
(6) Keyway Investments Ltd. has advised us that they beneficially own all of our securities
owned of record by EURAM Cap Strat "A" Fund Limited.
(7) The Series G Convertible Preferred Stock does not have voting rights.
(8) Based on 500,000 shares of Series G Convertible Preferred Stock outstanding.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
During the two most recent fiscal years, to the Company's knowledge, the
following delinquencies occurred:
NO. OF TRANSACTIONS NO. OF
NAME NO. OF LATE REPORTS REPORTED LATE FAILURES TO FILE
------------------------- ------------------- ------------------- ----------------
Vincent Rinehart 1 1 -0-
------------------------- ------------------- ------------------- ----------------
Mitchell P. Kopin 3 3 -0-
(Cranshire Capital, L.P.)
------------------------- ------------------- ------------------- ----------------
SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for action at the 2005 Annual
Meeting of Shareholders and presentation in the Company's Information or Proxy
Statement with respect to such meeting, should arrange for such proposal to be
delivered to the Company's offices, located at 3200 Bristol Street, Suite 700,
Costa Mesa, California 92626, addressed to the corporate Secretary, no later
than July 15, 2005 in order to be considered for inclusion in the Company's
Information or Proxy Statement relating to the meeting. Matters pertaining to
such proposals, including the number and length thereof, eligibility of persons
entitled to have such proposals included and other aspects are regulated by the
Securities Exchange Act of 1934, Rules and Regulations of the Securities and
Exchange Commission and other laws and regulations to which interested persons
should refer. The Company anticipates that its next annual meeting will be held
in December 2003.
On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a-4(c)(1) governs the Company's use
of its discretionary proxy voting authority with respect to a shareholder
proposal which is not addressed in the Company's proxy statement. The new
amendment provides that if a proponent of a proposal fails to notify the Company
at least 45 days prior to the month and day of mailing of the prior year's proxy
16
statement, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.
OTHER MATTERS
The Company has enclosed a copy of the Annual Report on Form 10-K to
Shareholders for the year ended April 30, 2004 with this Information Statement.
By order of the Board of Directors
Vincent Rinehart, President
Costa Mesa, California
October [__], 2004
17