Subj: NIAR/IRAE?....SPEC
Date: 11/20/98 6:34:28 AM EST
From: stockman@megahits.com (LeRoy Stockman)
To: stockman@megahits.com
If anyone knows what the hell is going on here, I like them
to contact me. This situation is a nighmare....LS
zzzzzzzzzzzzzzzzzzzzzzzzzzzz
Subject: News Story
International Resorts And Entertainment Group, Inc. Shareholders Accept
Merger Offer
ORLANDO, Fla., Nov. 19 /PRNewswire/ -- International Resorts and
Entertainment Group, Inc. (OTC Bulletin Board: IRAE) has accepted an offer
to merge with Ybor City Shuttle Services, Inc. approved and effective
November 16, 1998 by the shareholders of both companies.
The offer was tendered at $0.75 per share on a 15 to 1 share basis. Fifteen
shares of International Resorts and Entertainment Group, Inc. stock for one
share of Ybor City Shuttle Services, Inc. common stock, which has set a
market value of $12.00 per share based on the sale of its restricted common
stock.
The tendered offer was made because of IRAE's 3rd quarter profits of
$414,000 ending September 30, 1998, the fully paid-for master CD and video
recordings of Dave Trezak and The Village of Many Tribes (a Native American
group) and the fully paid-for master CD and video recordings of Camp
Itchyfish with Gina D. and Camp Itchyfish Adventures-Journey to the Land of
Dinosaurs. Both products are ready to be sold in December on the Internet
and through public broadcasting television stations. Ybor was interested in
diversifying into the entertainment industry and this opportunity serves
that purpose.
In addition, IRAE has a marketing contract asset of $1,400,000, of which
$350,543 has been paid to date with $1,094,450 still due and payable to
provide public relations services to a 501-C3 non-profit organization called
The Village of Many Tribes, Inc. Raven Moon Music, Inc., a wholly owned
subsidiary of IRAE, has a number of television, film and recording
intellectual production project rights in development including: --
Praise-r-cise 2000
-- Baby and The Transistor Sisters
-- Team Amazon
-- The Terry Jones Story
-- Johnny Rise and The Tequila Sunrise Band
-- The Baltimore & Ohio Marching Band
The intent is to market these projects through the Internet and public
broadcasting stations as well.
Recently, Raven Moon Entertainment, Inc. acquired CustomTone Hearing
Corp. of Memphis, Tennessee and all of its related patents, which will be
innovatively marketed through the dental industry. This product will sell
for one-third less than what is currently on the market and the company has
stated a potential profit of $9,000,000 net over the next five years. The
company has also stated obligations of $226,961 currently due and payable to
a number of individuals and companies for loans, legal services, accounting
services and acquisitions.
Part of the merger agreement also was the acceptance of the resignation of
Joey DiFrancesco and Bernadette DiFrancesco as officers and directors and
Gina Mouery, a director, of IRAE and its subsidiary companies. The
agreement provides total indemnity, through a general release, of all
claims, actions, stockholder lawsuits, liabilities, judgments and demands
from stockholders of IRAE, its subsidiaries and Ybor City Shuttle Services,
Inc., their assigns and successors, in exchange for all unpaid director fees
and salaries due to the three individuals. In addition Joey and Bernadette
DiFrancesco have been appointed as special consultants to Ybor City Shuttle
Services, Inc., the surviving corporation, and its subsidiaries for a period
of one year from November 16, 1998 to assist during the transitional period.
The company shall actively pursue its original goal of a Shuttle Service in
entertainment areas. However, the surviving public company shall change its
name to Raven Moon International, Inc. and change its address from Ybor City
to 250 International Parkway, Suite 114, Heathrow, Florida 32746 with the
number of authorized shares of stock at 100,000,000 shares. Wallace L.
Strawder, President of Ybor City Shuttle Services, Inc., shall continued as
interim president of the surviving company until a new CEO is elected at the
next annual meeting.
The shareholders of IRAE overwhelmingly approved the merger on November 16,
1998. All trading for IRAE should cease immediately. Subsequent trading
shall be in the name of the surviving company. A new symbol is being
applied for at this time. A subsequent press release shall be issued when
that symbol is assigned.
Disclaimer
This release contains "forward-looking statements" that are made pursuant to
the safe harbor provisions of the private securities Litigation Reform Act
of 1995. Investors are cautioned that known and unknown risks,
uncertainties and other factors may cause actual results and performance of
achievement of International Resorts and Entertainment Group, Inc. and its
subsidiaries to be materially different from any future results or
performance of achievement expressed or implied by such forward-looking
statements. There can be no assurance that any of the business dealings
described in this release will commence, or if commenced, that they will be
completed, or if completed, that they will be successful.
SOURCE International Resorts and Entertainment Group, Inc.
/CONTACT: Joey DiFrancesco, International Resorts and Entertainment
Group, 407-805-9131/
(IRAE)
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