| STATEMENT FROM CEO: 
 MegaWorld To Register Its Common Stock With the
 Securities and ExchangeCommission
 Wed Feb 09 11:36:00 EST 2000
 
 
 
 HOUSTON, Feb 9, 2000 (BUSINESS WIRE) --
 
 Dear Shareholder:
 
 You may be aware that MegaWorld (Pink Sheets:MEGWE) is endeavoring to register
 with the Securities and Exchange Commission (SEC) to become a fully reporting
 company. When the SEC declares the registration effective, the Company will
 begin filing reports with the SEC, and all reports will be available to the
 public in the SEC's EDGAR archives. We look forward to publishing these reports,
 as it will enable us to keep our shareholders informed and to gain greater
 exposure to the investment community.
 
 MegaWorld is now preparing its registration statement on Form 10-SB which will
 be filed with the SEC as soon as practicable. Form 10-SB is a general form
 required for the registration of securities of small business issuers under the
 Securities Exchange Act of 1934. Information required in the registration form
 includes a description of the business, discussion of the plan of operation,
 identification of the directors and executive officers, description of property
 and securities and financial statements.
 
 Under the new OTC Bulletin Board Eligibility Rule, MegaWorld's shares will not
 be eligible for trading on the OTC Bulletin Board after Feb. 9, 2000 until
 MegaWorld's Form 10-SB has become effective and the SEC has no further comments
 with regard to the filing. The process requires MegaWorld to answer SEC comments
 before our common stock can resume trading on the OTC Bulletin Board. We will
 reply promptly to their comments and will continue to work closely with our
 advisors to facilitate the registration of our common stock.
 
 We anticipate that our Form 10-SB will be completed and filed quickly and that
 MegaWorld common stock will again be eligible for trading on the OTC Bulletin
 Board following the SEC's customary period for review and comment. In the
 interim, our stock will be listed in the "Pink Sheets".
 
 The Pink Sheets are operated by the National Quotation Bureau LLC (NQB) and are
 a static paper quotation medium printed weekly and distributed to
 broker/dealers. An electronic version of the Pink Sheets is updated once a day
 and disseminated over market data vendor terminals. The Pink Sheets are not
 owned or operated by The Nasdaq Stock Market Inc.
 
 Please be assured that we intend to follow through with registration process,
 which will enable us to restore our shares for trading on the OTC Bulletin
 Board. We appreciate your continued support and confidence, and will continue to
 advise you on all aspects of the Company's progress.
 
 Sincerely,
 Charles D. McPhail
 President  & CEO
 MegaWorld Inc.
 
 
 
 
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