ALERT EWMD R/S coming 1:up to 300.Filing below.
EWORLDMEDIA HOLDINGS, INC.
610 NEWPORT CENTER DRIVE, SUITE 210
NEWPORT BEACH, CA 92660
TELEPHONE (949) 718-0999
September 13, 2004
To Our Shareholders:
The purpose of this information statement is to inform the holders of record of shares of our common stock as of the close of business on the record date, July 27, 2004 that our board of directors has recommended, and that the holder of the majority of the votes of our stock intends to vote in favor of resolutions which will accomplish the following:
1. Amend our articles of incorporation to increase the number of our authorized shares of common stock to 990,000,000.
2. Amend our articles of incorporation to authorize 200,000,000 shares of preferred stock.
3. Authorize our board of directors to determine, in whole or part, the preferences, limitations, and relative rights, of classes or series of shares, as provided in Section 78.1955 of the Nevada Revised Statutes.
4. To grant discretionary authority to our board of directors to amend our articles of incorporation to effect a reverse stock split of our common stock on the basis of one post-consolidation share for up to each 300 pre-consolidation shares to occur at some time within 12 months of the date of this information statement, with the exact time of the reverse split to be determined by the board of directors.
5. Approve the following Eworldmedia Holdings, Inc. Stock Plans:
(a) 2004 Stock Incentive Plan, adopted by our directors effective March 23, 2004 with 4,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan.
(b) Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004, adopted by our directors effective August 13, 2004 with 1,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan.
(c) Employee Stock Incentive Plan for the Year 2004 No. 2, adopted by our directors effective August 13, 2004 with 9,000,000 shares of our common stock in the aggregate authorized for issuance under the Plan.
(d) Employee Stock Incentive Plan for the Year 2004 No. 3, adopted by our directors effective August 27, 2004 with 13,500,000 shares of our common stock in the aggregate authorized for issuance under the Plan.
We have a consenting shareholder, Mr. Ronald C. Touchard, our CEO, who holds 18,915,193 shares of our common stock. Therefore, Mr Touchard will have the power to vote 18,915,193 shares of the common stock, which number exceeds the majority of the issued and outstanding shares of the common stock on the record date.
Mr. Touchard will vote in favor of the amendments to our articles of incorporation, and for the grant of the discretionary authority to our board of directors to implement a reverse stock split of our common stock, and for the for the approval of the stock plans. Mr. Touchard has the power to pass the proposed resolutions without the concurrence of any of our other shareholders.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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This information statement is being mailed on or about September 13, 2004 to all shareholders of record as of July 27, 2004.
We appreciate your continued interest in Eworldmedia Holdings, Inc.
Very truly yours,
/s/ Ronald C. Touchard
Ronald C. Touchard
Chief Executive Officer |
