To: Tom Allinder who wrote (57052 ) 7/28/2000 9:04:17 PM From: Tom Allinder Read Replies (2) | Respond to of 150070 Here is an example of what can happen on the OTCBB.... ROTI... I have talked to the President twice (Lawrence Shatsoff) regarding the company and developments of the company... Given the news, acquisitions and direction the business was headed, I decided it was a good investment... One of the questions I always ask is: "Are you doing a REVERSE SPLIT?" His answer was: " Not at this time." Now look at this... FILED TODAY, 28 July... To Our Shareholders: On May 31, 2000, Tanner's Restaurant Group, Inc. acquired all of the outstanding common stock of Fone.com, Limited, a telecommunications company doing business primarily in the United Kingdom. This acquisition signifies the transformation of the Company into an international telecommunications company that will focus on the convergence and integration of international long distance telecommunications with internet services. While Fone.com is not yet profitable and has been in existence for a relatively short period of time, previous Tanner's management believed that it could capitalize on the strategic alliances and international service agreements that were either already in place or in the process of being negotiated by Fone. Our acquisition of Fone.com followed the sale, in February of this year, of all of the assets used in the operation of the "Rick Tanner's Original Grill" chain of restaurants. As a result of this sale, we no longer operate or franchise any restaurants, and we have dedicated ourselves to the transformation of the Company into an international telecommunications company. As consideration for the acquisition of Fone.com, we issued 40,000,000 shares of our common stock to DCI Telecommunications, Inc., the former parent of Fone.com, representing approximately 59.8% of our currently outstanding shares of common stock. We also assumed certain liabilities of DCI. Shortly after this acquisition, outside investors agreed to invest $4,553,652 in us in exchange for two promissory debentures that are convertible into shares of our common stock. Of this amount, $3,653,652 was invested in us to refinance existing indebtedness and $900,000 was invested in us to fund our operations and for general working capital purposes. Given the significant number of shares issued to DCI, and given the significant number of shares of common stock that we could become obligated to issue upon conversion of outstanding convertible securities, including these two new convertible debentures, and upon exercise of outstanding options and warrants, we believe it is necessary to amend the Company's articles of incorporation to increase the number of authorized common shares. We also seek your approval of an amendment to our articles of incorporation that will effect a one-for-fifteen reverse stock split of our common stock , with the timing of the implementation of such a reverse stock split to be at the discretion of our board of directors. We also want to amend the articles of incorporation to change our name to "Corzon, Inc.," which reflects that we are no longer engaged in the restaurant business. Additionally, in accordance with the terms of our agreement to purchase Fone.com, we need to elect a new board of directors. Finally, we want to ratify the appointment of Feldman Sherb Horowitz & Co., P.C. as our accounting firm for the fiscal year ending on December 31, 2000. We need your approval to carry out these proposals. Accordingly, we cordially invite you to attend an annual meeting of the Company's shareholders on Friday, September 8, 2000 at 9:00 a.m. local time at the Holiday Inn, 1070 Main Street, Bridgeport, Connecticut 06604. If you can not attend the meeting in person, we encourage you to complete, sign and date the enclosed proxy card and return it as promptly as possible in the enclosed envelope. No postage is required if the proxy is mailed in the United States. By Order of the Board of Directors, Lawrence Shatsoff, President Now tell me... what can I do about things like this? Sometimes it happens. Tom