No Borders, Inc. – ‘PRE 14C’ for 9/15/04

On:  Wednesday, 9/15/04, at 5:27pm ET   ·   For:  9/15/04   ·   Accession #:  1269012-4-166   ·   File #:  0-27323

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement               13     65K 

Document Table of Contents

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SCHEDULE 14C
(Rule 14c-101)
 INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
 Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:                                                      

[] Preliminary information statement                                            
[] Confidential, for use of the Commission only (as permitted by Rule           
14c-5(d)(2))                                                              
[] Definitive information statement                                             

AMERICAN EAGLE MANUFACTURING COMPANY
------------------------------------
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box): [] No fee required.          
[]      Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.   

(1)     Title of each class of securities to which transaction applies:         

(2)     Aggregate number of securities to which transaction applies:            

(3)     Per unit price or other underlying value of transaction computed        
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

(4)     Proposed maximum aggregate value of transaction:                        

(5)     Total fee paid:                                                         

[]      Fee paid previously with preliminary materials.                         
[]      Check box if any part of the fee is offset as provided by Exchange Act  
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.     

(1) Amount Previously Paid:                                     

(2) Form, Schedule or Registration Statement No.:               

(3) Filing Party:                                               

(4) Date Filed:                                                 

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 PRELIMINARY INFORMATION STATEMENT

 Dated: September 10, 2004

 AMERICAN EAGLE MANUFACTURING CO
2052 Cote Del Nogal, Suite A
 Calsbad, California 92009
(423) 247-9560
 INFORMATION STATEMENT

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY      

       This information statement (the "Information Statement") is furnished
to the shareholders of American Eagle Manufacturing Co, a Nevada corporation    
(the "Company"), with respect to certain corporate actions of the Company. This 
information is first being provided to shareholders on or about September 30,   
2004.                                                                           

     The corporate action involves five (5) proposals (the "Proposals"):

 1.    To approve the Asset Purchase Agreement with Bad Toys, Inc. ("Bad
          Toys") transferring all or substantially all of the Company's assets
to Bad Toys (the "Asset Agreement").                      

2.    To approve the Share Exchange Agreement with the shareholders of
          Intercommunity Financing Corporation d/b/a No Borders ("No Borders")
       and items related to that transaction (the "Exchange Agreement").

   3.    To change the name of the Company from American Eagle Manufacturing
Co to No Borders Incorporated                             

     4.    To increase the number of authorized shares of Company's common stock
to 200,000,000 shares.                                    

5.    To change the Company's fiscal year from June 30 to December 31.

ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 20,
2004 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE PROPOSALS. PRINCIPAL     
SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL COLLECTIVELY HOLD IN EXCESS OF 50%
OF THE COMPANY'S 2,756,006 ISSUED AND OUTSTANDING SHARES ENTITLED TO VOTE ON THE
PROPOSALS HAVE INDICATED THAT THEY WILL VOTE IN FAVOR OF THE PROPOSALS. AS A    
RESULT, THE PROPOSALS SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY    
OTHER SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT LESS 
THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT AS    
SOON THEREAFTER AS PRACTICABLE.                                                 

BY ORDER OF THE BOARD OF DIRECTORS

----------------------------------                                              
Larry N. Lunan, President,                                                      
Chief Executive Officer and Director                                            

September 15, 2004                                                              

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                                TABLE OF CONTENTS                                                          
                                                                                                           
                                                                                                   Page No.

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY...........................i     
--------------------------------------------------------------------------                                 
ABOUT THE INFORMATION STATEMENT......................................................................1     
-------------------------------                                                                            
     What is the purpose of the information statement?...............................................1     
     -------------------------------------------------                                                     
     Who is entitled to notice?......................................................................2     
     --------------------------                                                                            
     What corporate matters will the principal shareholders vote for and how will they vote?.........2     
     ---------------------------------------------------------------------------------------               
     What vote is required to approve the Proposals?.................................................3     
     -----------------------------------------------                                                       
STOCK OWNERSHIP......................................................................................1     
---------------                                                                                            
     Beneficial Owners...............................................................................1     
     -----------------                                                                                     
PROPOSAL 1 - APPROVAL OF THE ASSET PURCHASE AGREEMENT................................................2     
-----------------------------------------------------                                                      
     Description of Bad Toys, Inc....................................................................2     
     -----------------------------                                                                         
     Description of Bad Toys Securities..............................................................2     
     ----------------------------------                                                                    
PROPOSAL 2 -APPROVAL OF THE SHARE EXCHANGE AGREEMENT.................................................3     
----------------------------------------------------                                                       
     Purpose and Effect of Exchange Agreement........................................................3     
     ----------------------------------------                                                              
     Description of Exchange Agreement...............................................................3     
     ---------------------------------                                                                     
     Description of No Borders Stock.................................................................5     
     -------------------------------                                                                       
PROPOSAL 3 - APPROVAL OF NAME CHANGE.................................................................5     
------------------------------------                                                                       
     Purpose and Effect of Name Change...............................................................5     
     ---------------------------------                                                                     
PROPOSAL 4 - APPROVAL TO INCREASE THE AUTHORIZED SHARES OF THE COMPANY...............................5     
-----------------------------------------------------------------------                                    
PROPOSAL 5 - APPROVAL TO CHANGE THE FISCAL YEAR FROM JUNE 30 TO DECEMBER 31..........................5     
---------------------------------------------------------------------------                                
DESCRIPTION OF THE COMPANY'S SECURITIES..............................................................5     
---------------------------------------                                                                    
TRANSFER AGENT.......................................................................................6     
--------------                                                                                             
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION.................................6     
--------------------------------------------------------------------                                       
ADDITIONAL INFORMATION...............................................................................6     
----------------------                                                                                     
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON.............................6     
------------------------------------------------------------------------                                   
PROPOSALS BY SECURITY HOLDERS........................................................................7     
-----------------------------                                                                              
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS.........................................7     
------------------------------------------------------------                                               

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AMERICAN EAGLE MANUFACTURING COMPANY
 2052 Corte del Nogal, Suite A
 Calsbad, California 92009
(423) 247-9560
 ---------------------

 PRELIMINARY INFORMATION STATEMENT
September 15, 2004
 -------------------------

 GENERAL INFORMATION

    This information statement contains information related to certain
corporate actions of American Eagle Manufacturing Company, a Nevada Corporation 
(the "Company"), and is expected to be mailed to shareholders on or about       
September 30, 2004.                                                             

On August 9, 2004 the Company's shareholders sold 72.5% of the
outstanding common stock of the Company to Bad Toys, Inc. ("Bad Toys") and a    
change in control occurred. Bad Toys maintains its headquarters in Kingsport,   
Tennessee and is the successor to a motorcycle business, which was founded by   
one of its major shareholders, Larry N. Lunan. Bad Toys manufactures for sale   
V-twin motorcycles from component parts. Bad Toys also maintains a customizing  
and motorcycle servicing operation and special orders premium accessories,      
parts, customizing items and apparel related to Harley-Davidson motorcycles.    
Subsequent to the sale of the Company's stock to Bad Toys, the following changes
occurred (1) senior management of Bad Toys took control of the former Board of  
Directors of the Company; (2) on August 17, 2004 the Company performed a 1 for  
10 reverse stock split of the common stock of the Company which included a      
corresponding 1:10 reverse split of Company's authorized shares of common stock;
and (3) On August 18, 2004 the Board of Directors approved a plan to take the   
operations of the Company in an alternate direction and engage in new business. 
As of September 15, 2004 Bad Toys is the majority shareholder with 1,999,000    
shares of common stock controlling 72.5% of the voting power of the Company.    

    The current Board of Directors believes that the corporate actions
proposed in this information statement are necessary to provide a new direction 
for the Company and will lead the Company toward increased profitability.       

  The actions contemplated by the Board of Directors would include
selling to Bad Toys all of the Company's current assets used in its motorcycle  
manufacturing operation and acquiring all of the shares of the Intercommunity   
Financing Corporation d/b/a No Borders, Inc. ("No Borders") to assume control of
No Borders' business and operations.                                            

   Upon the consummation of the actions proposed in this information
statement the Company will own 100% of No Borders' issued and outstanding stock.
In addition, 1,818,182 shares of Bad Toys common stock shall be issued to the   
Company which shall be dividended prorata to Company's shareholders of record as
of August 20, 2004 pursuant to Asset Transfer. The Company will change its name 
to No Borders Incorporated to pursue the business and operations of No Borders. 

          No Borders is in the business of providing low cost financial services
and other services and products through a proprietary stored value card platform
to migrant receiving communities in the United States and corresponding migrant 
sending communities outside of the United States, initially targeting Mexico.   
The first products and services to be offered are low cost remittances.         

 ABOUT THE INFORMATION STATEMENT

WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?                               

        This information statement is being provided pursuant to Section 14 of
the Securities Exchange Act of 1934 to notify the Company's shareholders as of  
the close of business on the Record Date of corporate action expected to be     
taken pursuant to the consents or authorizations of principal shareholders.     
Shareholders holding a majority of the Company's outstanding common stock are   
expected to act upon certain corporate matters outlined in this information     
statement, which action is expected to take place on or about October 20, 2004, 
consisting of the approval of the following:                                    

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1. To approve the Asset Agreement with Bad Toys to transfer all or substantially
all of the Company's assets to Bad Toys.                                        

2. To approve the Exchange Agreement with the shareholders of No Borders.       

3. To change the name of the Company from American Eagle Manufacturing to No    
Borders, Inc.                                                                   

4. To increase the authorized shares of the Company's common stock from         
20,000,000 to 200,000,000.                                                      

5. To change the Company's fiscal year from June 30 to December 31.             

WHO IS ENTITLED TO NOTICE?                                                      

      Each holder of an outstanding share of common stock of record on the
close of business on the Record Date, September 10, 2004, will be entitled to   
notice of each matter to be voted upon pursuant to consents or authorizations.  
Shareholders as of the close of business on the record date that hold in excess 
of fifty percent (50%) of the Company's 2,756,006, issued and outstanding shares
of common stock have indicated that they will vote in favor of the Proposals.   
Under Nevada Corporate Law, all of the activities requiring shareholder approval
may be taken by obtaining the written consent and approval of more than 50% of  
the holders of voting stock in lieu of a meeting of the shareholders. No action 
by the minority shareholders in connection with the Proposals is required.      

WHAT CORPORATE MATTERS WILL THE PRINCIPAL SHAREHOLDERS VOTE FOR AND HOW WILL    
THEY VOTE?                                                                      

         Shareholders holding a majority of the outstanding stock have indicated
that they will vote for the following matters:                                  

   FOR the approval of the Asset Agreement between the Company and Bad Toys.

FOR the approval of the Exchange Agreement between the Company and the
shareholders of No Borders.                                           

FOR the approval to change the name of the Company from American Eagle
Manufacturing to No Borders, Incorporated.                            

FOR the approval to increase the authorized shares of Company's common
stock to 200,000,000 from 20,000,000.                                 

FOR, the approval to change the Company's fiscal year from June 30 to 
December 31                                                           

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WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?                                 

         Asset Purchase. For the approval of the Asset Agreement the affirmative
vote of a majority of the shares of common stock outstanding on the Record Date 
or 1,378,004 shares will be required.                                           

     Share Exchange. For the approval of the Exchange Agreement with the
shareholders of No Borders the affirmative vote of a majority of the shares of  
common stock outstanding on the Record Date, or 1,378,004 shares will be        
required.                                                                       

      Name Change. For the approval to change the name of the Company from
American Eagle Manufacturing Company to No Borders, Inc. and amend the Company's
Articles of Incorporation to reflect the name change the affirmative vote of a  
majority of the shares of common stock outstanding on the Record Date, or       
1,378,004 will be required for approval.                                        

    Increase in Authorized Shares of Common Stock. For the approval to
increase the Company's shares of common stock back to 200,000,000 from          
20,000,000 shares and amend the Company's Articles of Incorporation to reflect  
the increase in the Company's common stock, the affirmative vote of a majority  
of the shares of common stock outstanding on the Record Date, or 1,378,004 will 
be required for approval.                                                       

       Change of Fiscal Year. For the approval of Company's fiscal year from
June 30 to December 31 and amend the Articles of Incorporation to reflect a     
change to the Company's fiscal year, the affirmative vote of a majority of      
common stock outstanding on the Record Date, or 1,378,004 will be required.     

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 STOCK OWNERSHIP

BENEFICIAL OWNERS                                                               

       As of September 15, 2004, other than the persons identified below, no
person owned beneficially more than five percent (5%) of the Company's common   
stock. Unless otherwise indicated, beneficial ownership is direct and the       
persons indicated have sole voting and investment power. As of September 15,    
2004, the Company had 2,756.006 shares of common stock outstanding.             

--------------------------------------------------------------------------------
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

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                                NAME AND ADDRESS                      AMOUNT AND NATURE OF  PERCENTAGE
 TITLE OF CLASS                OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP   OF CLASS 
                                                                                                      
Common            Bad Toys                                                 1,999,000           72.5   
                  2344 Woodridge Avenue                                                               
                  Kingsport, TN 37664                                                                 

                  Robert Cashman                                             200,000           7.3    
                  2164 N. Glassell                                                                    
                  Orange, Ca. 92865                                                                   

                  Total:                                                   2,199,000           79.8   

--------------------------------------------------------------------------------                      
                        SECURITY OWNERSHIP OF MANAGEMENT                                              

                                NAME AND ADDRESS                      AMOUNT AND NATURE OF  PERCENTAGE
TITLE OF CLASS                 OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP   OF CLASS 

Common            Bad Toys                                                      1,999,000   72.5      
                  2344 Woodridge Avenue                                                               
                  Kingsport, TN 37664                                                                 

Total:            All Directors & Officers and Beneficial                       1,999,000   72.5      
                  Owners as a Group                                                                   

(1)      Unless otherwise noted, we believe that all shares are beneficially    
    owned and that all persons named in the table have sole voting and
      investment power with respect to all shares of common stock owned by
them.                                                         
(2)      Applicable percentage of ownership is based on 2,756,006 shares of     
common stock outstanding as of September 15, 2004, for each   
        stockholder. Beneficial ownership is determined in accordance with the
     rules of the Commission and generally includes voting of investment
     power with respect to securities. Shares of common stock subject to
        securities exercisable or convertible into shares of common stock that
      are currently exercisable or exercisable within 60 days of September
         15, 2004 are deemed to be beneficially owned by the person holding such
     options for the purpose of computing the percentage of ownership of
     such persons, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.       

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 PROPOSAL 1 - APPROVAL OF THE ASSET PURCHASE AGREEMENT

         To prepare the Company to engage in new business and pursue the various
business opportunities with No Borders the Board of Directors has proposed the  
sale of all or substantially all of the Company's assets that are used in its   
custom motorcycle manufacturing operations. To that end the Board of Directors  
of the Company and the Board of Directors of Bad Toys have agreed to enter into 
a definitive agreement to sell to Bad Toys all or substantially all of the      
assets of the Company. The Asset Agreement under which the Company will sell its
assets provides for the following:                                              

     o     Bad Toys will purchase from the Company and the Company will transfer
           to Bad Toys all of the Company's assets used in its custom motorcycle
           manufacturing business in exchange for 1,818,182 shares of the common
           stock of Bad Toys such shares to be dividended prorata by the Company
       to the Company's shareholders of record as of September 15, 2004.

   o     Bad Toys will assume all of the liabilities of the Company that are
 related to the Company's motorcycle manufacturing business.

  o     The closing of the asset purchase will take place two (2) business
     days following the completion of all of the closing conditions.

o     The operation of the Company as a custom motorcycle manufacturer
shall cease.                                              

   o     The assets are to be sold "as is" and the Company does not make any
 representations or warranties with regard to the assets and
liabilities being transferred to Bad Toys.                

DESCRIPTION OF BAD TOYS, INC.                                                   

      In November 2003, Bad Toys, Inc. commenced trading on the Over the
Counter Bulletin Board under the symbol BTOI.OB. From inception Bad Toys        
developed strategies of growth through acquisition. In July 2003, the Company   
purchased Bad Boyz Toyzz, Inc., a brokerage service to custom, classic cars, and
motorcycle owners. In February 2004, the Bad Toys purchased Chambers Automotive 
and Precision Tricks Customs. In July 2004, Bad Toys expanded its services to   
include body, paint, and restoration work. In August 2004, Bad Toys purchased   
the majority shares in American Eagle Manufacturing Co. while Bad Toys was      
active in pursuing growth through acquisition, it contracted with Cornell       
Capital Partners L.P. for a $12 million equity line, to provide the necessary   
funding for working capital and to grow the business. As of September 3, 2004,  
Bad Toys changed its name to Bad Toys Holdings, Inc., and is now trading under  
the symbol BTYHV.OB.                                                            

DESCRIPTION OF BAD TOYS SECURITIES                                              

GENERAL                                                       

      Bad Toys authorized capital consists of 300,000,000 shares of common
stock, par value $0.001 per share. On September 15, 2004, there were 9,283,016  
outstanding shares of common stock and 818,888 shares of convertible preferred  
stock. Set forth below is a description of certain provisions relating to the   
company's capital stock. For additional information, please refer to Bad Toys'  
Articles of Incorporation and By-Laws and the Nevada General Corporate Laws.    

COMMON STOCK                                                  

    Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;   
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of     
involuntary liquidation, all stockholders are entitled to a pro rata            
distribution after payment of liabilities and after provision has been made for 
each class of stock, if any, having preference over the common stock. The       
holders of the common stock have no preemptive rights with respect to future    
offerings of shares of common stock. Holders of common stock are entitled to    
dividends if, as and when declared by the board of directors out of the funds   
legally available therefore at that time. It is Bad Toys' present intention to  
retain earnings, if any, for use in its business. The payment of dividends on   
the common stock are, therefore, unlikely in the foreseeable future.            

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PREFERRED STOCK                                               

         The purchase price of Bad Toys' Preferred Stock is $1.00 per share with
a dividend rate of 10% per annum on a cumulative basis. Preferred Stock has a   
liquidation preference over common stock and is convertible to common stock at a
1:10 ration. It is redeemable at $1.00 per share plus accumulated dividends. As 
of September 8, 2004, Bad Toys had 818,888 shares of convertible preferred stock
outstanding.                                                                    

WARRANTS                                                      

Bad Toys has not issued any warrants since inception.         

OPTIONS                                                       

Bad Toys has not issued any options since inception.          

DIVIDENDS                                                     

      Bad Toys has not declared or paid cash dividends on its common stock
since its inception and does not anticipate paying cash dividends in the        
foreseeable future. The payment of cash dividends may be made at the discretion 
of the Board of Directors at that time and will depend upon, among other        
factors, Bad Toys' operations, its capital requirements, and its overall        
financial condition.                                                            

PROPOSAL 2 -APPROVAL OF THE SHARE EXCHANGE AGREEMENT

PURPOSE AND EFFECT OF EXCHANGE AGREEMENT                                        

         Our Board of Directors believes that the Exchange Agreement under which
the Company will acquire 100% of the stock of No Borders will provide a new     
business direction for the Company and move it towards increased profitability. 
To that end the Board of Directors of the Company and the Board of Directors of 
No Borders have both agreed to a definitive agreement.                          

DESCRIPTION OF EXCHANGE AGREEMENT                                               

The Exchange Agreement provides for the following:            

o     all of the issued and outstanding shares of No Borders will be  
 acquired by the Company, such that No Borders will become a
wholly-owned subsidiary of the Company;                   

o     in exchange for 100% of the stock of No Borders the Company will
          issue to the current shareholders of No Borders 40,000,000 shares of
the Company's common stock;                               

    o     at the closing of the transaction the current officers and directors
      of the Company shall resign from their positions as officers and
         directors and contemporaneously new officers and directors shall be
elected;                                                  

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   o     the Company shall change its name from American Eagle Manufacturing
Co to No Borders Incorporated;                            

  o     the Company and No Borders each make customary representations and
         warranties in the Exchange Agreement regarding their organizational
    governance, capitalization, financial statements, consents and
         authorizations and compliance with certain Nevada state and federal
laws and regulations;                                     

o     the Company and No Borders each agree to indemnify the other for
         loss, liability, claims, damages and expenses caused as a result of
the others' willful negligence or misrepresentations;     

    o     the Company covenants not to perform a reverse split for a period of
twelve (12) months after the closing; and                 

  o     the Exchange Agreement shall be consummated upon the completion of
the closing conditions.                                   

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DESCRIPTION OF NO BORDERS STOCK                                                 

COMMON STOCK        2,000 shares authorized and 1,000 issued and outstanding

PREFERRED STOCK     None                                                    

OPTIONS The Company has not issued any options as of September 15, 2004.    

WARRANTS            None                                                    

PROPOSAL 3 - APPROVAL OF NAME CHANGE                          

PURPOSE AND EFFECT OF NAME CHANGE                                               

     Our Board of Directors believes that changing the name of the Company to No
Borders Incorporated will be more representative of the future business of the  
Company. In addition, a name change is a requirement under the Exchange         
Agreement with No Borders and therefore the Company would be required to change 
its name upon closing the Exchange Agreement.                                   

         PROPOSAL 4 - APPROVAL TO INCREASE THE AUTHORIZED SHARES OF THE COMPANY.

      PURPOSE AND EFFECT OF INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK                                                                    

        The increase of the authorized shares of Company's common stock is for
the purpose of facilitating the Exchange Agreement, and to allow for the        
issuance of shares to facilitate acquisitions and other transactions, including 
raising capital.                                                                

 PROPOSAL 5 - APPROVAL TO CHANGE THE FISCAL YEAR FROM JUNE 30 TO
DECEMBER 31                                                                     

      The change of the fiscal year to December 31 from June 30 is for the
purpose of facilitating the requirements of the Exchange Agreement.             

DESCRIPTION OF THE COMPANY'S SECURITIES                       

COMMON STOCK                                                  

    Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;   
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of     
involuntary liquidation, all stockholders are entitled to a pro rata            
distribution after payment of liabilities and after provision has been made for 
each class of stock, if any, having preference over the common stock. The       
holders of the common stock have no preemptive rights with respect to future    
offerings of shares of common stock. Holders of common stock are entitled to    
dividends if, as and when declared by the board of directors out of the funds   
legally available therefore at that time.                                       

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PREFERRED STOCK                                               

      The Company has not issued any preferred stock since it's inception.

WARRANTS                                                      

The Company has not issued any warrants since inception.      

OPTIONS                                                       

The Company has not issued any options since inception.       

DIVIDENDS                                                     

         The Company has not declared or paid cash dividends on its common stock
since its inception and does not anticipate paying cash dividends in the        
foreseeable future. The payment of cash dividends may be made at the discretion 
of the Board of Directors at that time and will depend upon, among other        
factors, the Company's operations, its capital requirements, and its overall    
financial condition                                                             

TRANSFER AGENT                                                

     The Company's transfer agent is Nevada Agency & Trust Company.  Its
telephone number is (775) 322-0626.                                             

      ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION

    Authorized but unissued shares of common stock and preferred stock
would be available for future issuance without our shareholders' approval. These
additional shares may be utilized for a variety of corporate purposes including 
but not limited to future public or direct offerings to raise additional        
capital, corporate acquisitions and employee incentive plans. The issuance of   
such shares may also be used to deter a potential takeover of the Company that  
may otherwise be beneficial to shareholders by diluting the shares held by a    
potential suitor or issuing shares to a shareholder that will vote in accordance
with the Company's Board of Directors' desires at that time. A takeover may be  
beneficial to shareholders because, among other reasons, a potential suitor may 
offer shareholders a premium for their shares of stock compared to the          
then-existing market price.                                                     

ADDITIONAL INFORMATION                                        

         Certain financial and other information required pursuant to Item 13 of
the Proxy Rules is incorporated by reference to the Company's Annual Report on  
Form 10-KSB for the year ended June 30, 2003, and the Company's Quarterly       
Reports on Form 10-QSB for the six month periods ending September 30, 2003,     
December 31, 2003 and March 31, 2004                                            

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

     (a)......Since August 20, 2004, Larry N. Lunan has been an afficer,
director and major share holder of Bad Toys. Bad Toys is currently a majority   
shareholder of the Company holding 72.5% of the Company's common stock. Mr.     
Lunan owns 32.4% of Bad Toys' common stock.                                     

      (b)......No director of the Company has informed the Company that he
intends to oppose the proposed action to be taken by the Company set forth in   
this information statement.                                                     

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 PROPOSALS BY SECURITY HOLDERS

       No security holder has requested the Company to include any proposals
in this information statement.                                                  

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

        Only one information statement is being delivered to multiple security
holders sharing an address unless the Company has received contrary instructions
from one or more of the security holders. The Company shall deliver promptly    
upon written or oral request a separate copy of the information statement to a  
security holder at a shared address to which a single copy of the documents was 
delivered. A security holder can notify the Company that the security holder    
wishes to receive a separate copy of the information statement by sending a     
written request to the Company at 2052 Corte Del Nogal, Ste. A, Carlsbad,       
California 92009; or by calling the Company at (423) 247-9560 and requesting a  
copy of the information statement. A security holder may utilize the same       
address and telephone number to request either separate copies or a single copy 
for a single address for all future information statements and annual reports.  

By Order of the Board of Directors                                              

-----------------------                                                         
Larry N. Lunan                                                                  
President, Chief Executive Officer and Director                                 

Carlsbad, California                                                            
September 15, 2004                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		10/20/04		4
		9/30/04		2		4			10QSB,  10QSB/A,  NT 10-Q
Filed on / For Period End:		9/15/04		2		13
		9/10/04		2		5
		9/8/04		9
		9/3/04		8
		8/20/04		2		12
		8/18/04		4
		8/17/04		4
		8/9/04		4
		3/31/04		12					10QSB
		12/31/03		12					10QSB,  10QSB/A,  NT 10-Q
		9/30/03		12					10QSB
		6/30/03		12					10QSB,  NT 10-Q
									List all Filings