None of the Officers or Directors have worked or managed a company in the same business as the Company. The Company does not have key man life insurance, policies on any of its Officers, Directors or key personnel. No[sic] a petition under the Bankruptcy Act or any state insolvency law was filed by or against the Company or the [c]ompany's Officers, Directors or other key personnel or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any such persons, or any partnerships in which any such persons was a general partner at or within the past five years.
Principal Shareholders
The following table contains information as of December 31, 1998 as to the number of Shares of Common Stock beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the Company's Common Stock (ii) each person who is a Director of the Company and (iii) all persons as a group who are Directors of the Company, and as to the percentage of the outstanding Shares held by them on such dates as as adjusted to give effect to the sale of all 100,000,000 Shares offered hereunder.
Approximate Percentage of Class(1)
Name......... #of Shares now held...............#of Shares after Offering
John Schmidt[sic].........175,000,000................. 175,000,000
David Williams...............100,000,000.................100,000,000
Charles Vaccaro..........100,000,000..................100,000,000
Number of shares beneficially owned by Officers and Directors as a group:
A. Before Offering: 375,000,000 Shares (___of total outstanding excluding reserve for warrants, options and any proposed stock option plan).
B. After Offering: 375,000,000 (___of total outstanding excluding reserve for warrants, options and any proposed stock option plan).
C. Shares Authorized: There are 1,750,000,000 Common Shares Authorized.
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