Ezcony Interamerica Inc – ‘PREM14C’ for 1/22/02

On:  Thursday, 1/10/02   ·   For:  1/22/02   ·   Accession #:  1021408-2-251   ·   File #:  0-20406

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

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Filing                                    38    140K 

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:                                                      

[X]  Preliminary Information Statement                                          

[_]  Confidential, for Use of the Commission Only                               
(as permitted by Rule 14c-5(d)(2))                                    

[_]  Definitive Information Statement                                           

EZCONY INTERAMERICA INC.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)  

Payment of Filing Fee (Check the appropriate box):                              

[_]  No fee required                                                            

[X]  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):

$533,151.15 (total consideration to be received)              

     Amount is based on the sum of (i) the value of 2,688,780 shares of common
    stock of the registrant to be tendered pursuant to the transaction based
   on the average of the bid and ask price for the shares as quoted on the
OTC Bulletin Board System on January 3, 2002; and (ii) $150,000.    
    --------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:                  

$533,151.15                                                         

    --------------------------------------------------------------------------

(5) Total fee paid:                                                   

$106.63                                                             
    --------------------------------------------------------------------------

[_]  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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EZCONY INTERAMERICA INC.  
Ave. Jose Dominador Bazan 
Edif. Cofrisa #9, Local #15 
Zona Libre de Colon 
Rep. de Panama  

January 22, 2002  

Dear Member:                                                          

     This information statement is being furnished to the members that
   hold common stock, no par value per share, of Ezcony Interamerica Inc., a
British Virgin Islands corporation ("Ezcony"), in connection with the 
   proposed sale of all of the outstanding capital stock of Ezcony's wholly-
   owned subsidiaries, Ezcony Trading Corporation, a Panamanian corporation,
Ezcony International Corporation, a Florida corporation and New World 
Interactive, Inc., a Florida corporation (collectively, the           
   "Subsidiaries").  The Stock Sale shall be consummated pursuant to a Stock
  Purchase Agreement, dated as of January 9, 2002, between Ezcony and Ezra
Cohen (the "Stock Purchase Agreement").  Ezcony will sell all of the  
     outstanding capital stock of the Subsidiaries to Ezra Cohen in exchange for
 (i) $150,000 in cash and (ii) the conveyance by Ezra Cohen to Ezcony of
2,688,780 shares of the issued and outstanding common stock of Ezcony.
  Ezra Cohen will pay all expenses of the transaction, leaving Ezcony with
net cash proceeds of $150,000.                                        

       We believe the Stock Sale is in the best interest of Ezcony and its
members.  The Stock Sale has the unanimous support of our Board of    
 Directors, and our controlling members have consented in writing to the
  Stock Sale and adopted the Stock Purchase Agreement.  This action by our
controlling members is sufficient to ensure that the Stock Purchase   
     Agreement and the Stock Sale are approved and authorized by a resolution of
   the members holding a majority of the votes without the vote of any other
member.  Accordingly, your approval is not required and is not being  
sought.                                                               

        Ezcony members will not receive any cash, stock or other property in
connection with, or as a result of, the Stock Sale.  Ezcony will not  
continue its current business operations, but will continue to be a   
   publicly held company.  Ezcony common stock will continue to be quoted on
   the OTC Bulletin Board, and Ezcony will continue to file reports with the
Securities and Exchange Commission.                                   

          This information statement and the attached documents provide you with
 detailed information about the Stock Sale.  Please read these documents
     carefully in their entirety.  You may also obtain information about us from
   publicly available documents that have been filed with the Securities and
Exchange Commission.                                                  

         Very truly yours,

      /s/ Ezra Cohen

                             President and Chief Executive Officer

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EZCONY INTERAMERICA INC.
Ave. Jose Dominador Bazan 
Edif. Cofrisa #9, Local #15 
Zona Libre de Colon 
Rep. de Panama

INFORMATION STATEMENT 

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

     This information statement is being furnished to the members (under the law
of the British Virgin Islands shareholders are referred to as "members") which  
hold common stock, no par value per share, of Ezcony Interamerica Inc., a       
British Virgin Islands corporation ("Ezcony"), in connection with the proposed  
sale of all of the outstanding capital stock of Ezcony's wholly-owned           
subsidiaries, Ezcony Trading Corporation, a Panamanian corporation, Ezcony      
International Corporation, a Florida corporation and New World Interactive,     
Inc., a Florida corporation (collectively, the "Subsidiaries").  The Stock Sale 
shall be consummated pursuant to a Stock Purchase Agreement, dated as of January
9, 2002, between Ezcony and Ezra Cohen (the "Stock Purchase Agreement").  Ezcony
will sell all of the outstanding capital stock of the Subsidiaries to Ezra Cohen
in exchange for (i) $150,000 in cash and (ii) the conveyance by Ezra Cohen to   
Ezcony of 2,688,780 shares of the issued and outstanding common stock of Ezcony.
Ezra Cohen will pay all expenses of the transaction, leaving Ezcony with net    
cash proceeds of $150,000.                                                      

   Our Board of Directors believes the Stock Sale is in the best interest of
Ezcony and its members. The Stock Sale has the unanimous support of our Board of
Directors, and our controlling members have consented in writing to the Stock   
Sale and adopted the Stock Purchase Agreement.  This action by our controlling  
members is sufficient to ensure that the Stock Purchase Agreement and the Stock 
Sale are approved and authorized by a resolution of the members holding a       
majority of the votes without the vote of any other member.  Accordingly, your  
approval is not required and is not being sought.                               

  This information statement is dated January 22, 2002, and is first being
mailed to our members on or about January 25, 2002.                             

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EZCONY INTERAMERICA INC.
Ave. Jose Dominador Bazan 
Edif. Cofrisa #9, Local #15 
Zona Libre de Colon 
Rep. de Panama

SUMMARY TERM SHEET

Q:   WHAT TRANSACTION IS BEING PROPOSED?                                        

A:   We are selling all of the outstanding capital stock of our wholly-owned    
subsidiaries, Ezcony Trading Corporation, a Panamanian corporation, Ezcony      
International Corporation, a Florida corporation and New World Interactive,     
Inc., a Florida corporation (the "Subsidiaries").                               

Q:   WHAT ARE THE REASONS FOR THE STOCK SALE?                                   

A:   Ezcony has asset-based lines of credit, of which approximately $12.5       
million is outstanding as of the date of this information statement.  In order  
to secure these amounts, our lender requires that we maintain certain amounts of
receivables and related assets.  We believe that our lenders also monitor the   
amounts of our reported shareholders equity.  As a result of general financial  
conditions in the economies we serve, the average length of time to collect our 
receivables from customers has increased significantly.  In the first quarter of
2001, during the annual audit of our accounts by a U.S. accounting firm, we     
determined to increase our reserve for bad debts by $1.8 million, which         
adversely affected our profitability and shareholders equity.  Economic         
conditions in our markets have continued to deteriorate and our collection      
cycles have lengthened to the point that further increases in such reserves may 
be made if our business is required to undergo an audit.  Such a write-down of  
our assets may adversely affect our banking relationships and our ability to    
continue operations.  Accordingly, we have determined that it is prudent at this
time to exit our business in exchange for net proceeds of $150,000 in cash and  
the tender of approximately 64% of our currently issued and outstanding common  
stock.                                                                          

Q:   WHAT VOTE OF MEMBERS IS REQUIRED TO APPROVE THE STOCK SALE?                

A:   Approval of the Stock Sale and adoption of the Stock Purchase Agreement    
require authorization by a resolution of the members holding a majority of the  
votes.  Our controlling members believe that it is in the best interests of     
Ezcony and our members, and they have consented in writing to the Stock Sale and
adopted the Stock Purchase Agreement. This action by our controlling members is 
sufficient to obtain the member vote necessary to adopt the Stock Purchase      
Agreement and approve the Stock Sale without the approval of any other member.  
Therefore, you are not required to vote and your vote is not being sought.      

Q:   WHEN WILL THE STOCK SALE BE COMPLETED?                                     

A:   We expect to complete the Stock Sale by February 20, 2002, or as soon as   
practicable following the satisfaction or waiver of the conditions to the Stock 
Sale.                                                                           

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Q:   WHAT WILL OUR BUSINESS BE AFTER COMPLETION OF THE STOCK SALE?              

A:   Upon the completion of the Stock Sale, we will discontinue our operations  
and the Company will remain as a public shell corporation.  Our continuing      
director and management will use their reasonable efforts to arrange for the    
merger of the Company to enter into a line of business different from electronic
products distribution in Latin America and in a manner deemed in the best       
interests of our members.  We have engaged vFinance Investments Inc., a         
financial advisory firm located in Boca Raton, Florida to identify and assist us
in consummating an appropriate merger transaction following the Stock Sale.     

Q:   WILL I RECEIVE ANYTHING IN THIS TRANSACTION?                               

A:   Our members will not receive any cash, stock or other property in          
connection with, or as a result of, the Stock Sale.                             

Q:   WILL I STILL BE ABLE TO SELL MY STOCK?                                     

A:   Our common stock will continue to be quoted on the OTC Bulletin Board after
the Stock Sale, and we will continue to file all required reports with the      
Securities and Exchange Commission; however, we expect the market for our common
stock after the Stock Sale to be very illiquid and thinly traded.               

Q:   DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE STOCK SALE?              

A:   Yes.  Under British Virgin Islands law, our members are entitled to        
appraisal rights in connection with the Stock Sale described in this information
statement. See "Appraisal Rights."                                              

Q:   WHOM DO I CALL IF I HAVE QUESTIONS?                                        

A:   If you have any questions, require assistance, or need additional copies of
this information statement or other related materials, you should call Carlos N.
Galvez, our Chief Financial Officer, at 011-507-441-6566.                       

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SUMMARY 

The following is a summary of the material information from this      
information statement and may not contain all of the information that is        
important to you.  To understand the Stock Sale fully, and for a more complete  
description of the legal terms of the Stock Sale, you should carefully read this
information statement and the documents to which we refer you. Additional       
information about us has been filed with the SEC and is available upon request  
without charge, as described under "Where You Can Find More Information" on page
21.                                                                             

The Stock Sale

 This information statement is being furnished to the members which hold
common stock, no par value per share, of Ezcony Interamerica Inc., a British    
Virgin Islands corporation ("Ezcony"), in connection with the proposed sale of  
all of the outstanding capital stock of Ezcony's wholly-owned subsidiaries,     
Ezcony Trading Corporation, a Panamanian corporation, Ezcony International      
Corporation, a Florida corporation and New World Interactive, Inc., a Florida   
corporation (collectively, the "Subsidiaries").  The Stock Sale shall be        
consummated pursuant to a Stock Purchase Agreement, dated as of January 9, 2002,
between Ezcony and Ezra Cohen (the "Stock Purchase Agreement").  Ezcony will    
sell all of the outstanding capital stock of the Subsidiaries to Ezra Cohen in  
exchange for (i) $150,000 in cash and (ii) the conveyance by Ezra Cohen to      
Ezcony of 2,688,780 shares of the issued and outstanding common stock of Ezcony.
Ezra Cohen will pay all expenses of the transaction, leaving Ezcony with net    
cash proceeds of $150,000.                                                      

The Company 

Ezcony Interamerica Inc.                                                        
Ave. Jose Dominador Bazan                                                       
Edif. Cofrisa #9, Local #15                                                     
Zona Libre de Colon                                                             
Rep. de Panama                                                                  

Reasons for the Stock Sale

     Our Board of Directors believes that the proposed Stock Sale is in the best
interest of Ezcony and our members.  Our Board of Directors unanimously:        

.    approved the form, terms and provisions of the Stock Sale and the
Stock Purchase Agreement;                                   

    .    determined that the Stock Sale is fair to and in the best interest of
Ezcony and its public members;                              

    .    approved and declared the Stock Sale and the Stock Purchase Agreement
advisable; and                                              

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    .    recommended that our members approve and adopt the Stock Sale and the
Stock Purchase Agreement.                                   

 Important factors in the Board of Directors' determination included our
financial position, secured borrowings, the existing high degree of leverage in 
our capitalization, receivables aging and the size of our existing reserve for  
bad debts.                                                                      

Interest of Executive Officers and Directors
In the Stock Sale; Potential Conflicts of Interest (see page 16)

You should be aware that a number of our officers and directors have  
interests in the Stock Sale that are different from, or in addition to, yours.  
See "Interests of Executive Officers and Directors; Potential Conflicts of      
Interest."  Ezra Cohen, our Chairman and Chief Executive Officer, is the        
purchaser in the proposed Stock Sale transaction.  Carlos N. Galvez is employed 
by the Subsidiaries and will continue to serve the Subsidiaries following the   
conclusion of the Stock Sale.  Leonard J. Sokolow, a director of our Company, is
Chief Executive Officer and President of vFinance, Inc. which is the parent     
company of vFinance Investments, Inc., an independent financial advisory firm   
that has reviewed the Stock Sale and determined that it is in the best interests
of the members of our Company.  Our Board of Directors was aware of these       
interests and considered them, among other matters, in approving the Stock Sale.

Legal Document (see Appendix A) 

    The Stock Purchase Agreement is attached as Appendix A to this information
statement. We encourage you to read the agreement as it is the legal document   
that governs the Stock Sale.                                                    

Opinion of Financial Advisor (see page 9) 

  In making its determination with respect to the Stock Sale and the Stock
Purchase Agreement, our Board of Directors considered, among other factors, the 
opinion of vFinance Investments, Inc., our valuation advisor.  Our Board of     
Directors received a written opinion dated December 29, 2001 to the effect that 
the terms and conditions of the Stock Sale are fair from a financial point of   
view to our members. This opinion, which is attached as Appendix B to this      
information statement, sets forth assumptions made, matters considered and      
limitations on the review undertaken in connection with this opinion.           

Purchase Price (see page 13)

     In the Stock Sale, we will sell all of the outstanding capital stock of our
wholly-owned subsidiaries, Ezcony Trading Corporation, a Panamanian corporation,
Ezcony International Corporation, a Florida corporation and New World           
Interactive, Inc., a Florida corporation (collectively, the "Subsidiaries"), for
a purchase price equal to (i) net proceeds of $150,000 in cash; and (ii) the    
conveyance by Ezra Cohen to Ezcony (for cancellation and return to treasury) of 
2,688,780 shares of the issued and outstanding common stock of Ezcony           
(representing approximately 64% of the currently issued and outstanding shares  
of Ezcony).                                                                     

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Member Vote Required to Approve 
The Stock Sale and Adopt the Stock Purchase Agreement 

 Approval of the Stock Sale and adoption of the Stock Purchase Agreement
requires authorization by a resolution of the members holding a majority of the 
votes.  Our controlling members have consented in writing to the Stock Sale and 
the terms of the Stock Purchase Agreement. The approval by our controlling      
members is the only approval from our members required to approve the Stock Sale
and adopt the Stock Purchase Agreement.                                         

Conditions to the Stock Sale (see page 15)

Our obligation to complete the Stock Sale is subject to the following 
conditions:                                                                     

.    Ezra Cohen shall have complied in all material respects with his 
         agreements and covenants contained in the Stock Purchase Agreement at
or prior to the closing of the Stock Sale;                  

 .    the representations and warranties made by Ezra Cohen in the Stock
         Purchase Agreement shall be true in all material respects on the date
of closing of the Stock Sale;                               

   .    the Company shall have received a certificate executed by Ezra Cohen
 certifying as to the fulfillment of the two conditions above;

   .    all action required to be taken by Ezra Cohen in order to consummate
     the Stock Sale shall have been taken and all consents, approvals,
          authorizations and exemptions from third parties that are required for
us to consummate the Stock Sale shall have been obtained;   

    .    the absence of any order of any court or governmental authority which
restrains or prohibits the consummation of the Stock Sale or
        investigation by any governmental authority to enjoin the Stock Sale
        or seek damages or other relief shall be pending or threatened as of
the closing of the Stock Sale;                              

     .    the delivery to us by Ezra Cohen of executed general releases from all
of our creditors; and                                       

.    the receipt by us from Ezra Cohen of all documents required to be
    delivered at the closing of the Stock Sale pursuant to the Stock
Purchase Agreement.                                         

Material U.S. Federal Income Tax
Consequences of the Stock Sale (see page 17)

    Our management has concluded that there will be no tax consequences to our
members as a result of the Stock Sale.                                          

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Consequences to Members 

Our members will not receive any cash, stock or other property in     
connection with, or as a result of, the Stock Sale. Our common stock will       
continue to be quoted on the OTC Bulletin Board after the Stock Sale, and we    
will continue to file all required reports with the Securities and Exchange     
Commission.                                                                     

Appraisal Rights (see page 17)

  Our members are entitled, under the applicable law of the British Virgin
Islands, to appraisal rights in connection with the Stock Sale.                 

THE STOCK SALE

General                                                                         

Background of the Transaction                                                   

    The business of Ezcony, as conducted through our Subsidiaries, consists of
wholesaling consumer electronics products throughout Latin America.  To finance 
the receivables generated in our operations we have obtained asset-based lines  
of credit, under which there were outstanding balances of approximately $12.5   
million as of the date of this information statement. In order to secure these  
amounts, our lender requires that we maintain certain amounts of receivables and
related assets.  We believe that our lenders also monitor the amounts of our    
reported shareholders equity.  As a result of general financial conditions in   
the economies we serve, the average length of time to collect our receivables   
from customers has increased significantly.  In the first quarter of 2001,      
during the annual audit of our accounts by a U.S. accounting firm, we determined
to increase our reserve for bad debts by $1.8 million, which adversely affected 
our profitability and financial condition.  Since then, economic conditions in  
our markets have continued to deteriorate and our collection cycles have        
lengthened to the point that further increases in such reserves may be made if  
our business is required to undergo an audit.  Such a write-down of our assets  
may adversely affect our banking relationships and our ability to continue      
operations.  Accordingly, we have determined that the Stock Sale to Ezra Cohen  
in exchange for $150,000 in net cash proceeds and the tender of approximately   
64% of our currently issued and outstanding common stock is prudent at this     
time.                                                                           

Reasons for the Stock Sale; Recommendation of our Board of Directors            

  Our Board of Directors has determined that the Stock Sale is in the best
interest of our members, and it has approved and adopted the Stock Sale and the 
Stock Purchase Agreement.                                                       

     In the course of determining that the Stock Sale is in the best interest of
our members, our Board of Directors consulted with our management, as well as   
our financial advisors, and considered a number of factors in making its        
determination, including:                                                       

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.    our continuing reliance on secured asset based loans;            

.    the continuing deterioration of our receivables;                 

   .    the impact of the audit process in increasing our bad debt reserves;

     .    the reaction of our lenders to increased bad debt reserves and reduced
current assets;                                             

  .    the limited trading of Ezcony stock and its highly illiquid nature;

    .    the evaluation of vFinance, including its opinion as to the fairness,
    from a financial point of view, of the Stock Sale consideration;
          Ezcony members are urged to read the vFinance opinion in its entirety,
the full text of which appears in Appendix B;               

  .    the limitations Ezcony suffered and would likely continue to suffer
   financially as a distributor of consumer electronic products to
   difficult Latin American markets, including its limited trading
  volume, lack of institutional sponsorship and lack of research
       attention from analysts, all of  which adversely affect the trading
market and the value of the Ezcony stock;                   

   .    the fact that British Virgin Islands law entitles Ezcony members who
      file a written objection with Ezcony to obtain the "fair value" of
their shares, if the Stock Sale is completed;               

   .    the fact that all expenses incurred by Ezcony in connection with the
   consummation of the Stock Sale shall be paid by Ezra Cohen; and

   .    the fact that no third party has expressed any interest in acquiring
        Ezcony, its assets or the assets of the Subsidiaries despite efforts
        made by Ezcony's management to find a buyer, and that no other buyer
would be likely to provide a superior value to our members. 

  In view of the wide variety of factors considered in connection with its
evaluation of the Stock Sale and the complexity of these matters, our Board of  
Directors did not find it useful to and did not attempt to quantify, rank or    
otherwise assign relative weights to the factors considered in connection with  
its determination. Our Board of Directors relied on the experience and expertise
of vFinance Investments, Inc., our financial advisor, for quantitative analysis 
of the financial terms of the Stock Sale, as described under "Opinion of        
vFinance."  In addition, our Board of Directors did not undertake to make any   
specific determination as to whether any particular factor was essential to its 
ultimate determination, but rather the Board conducted an overall analysis of   
the factors described above, including thorough discussions with and questioning
of our management and legal and financial advisors. In considering the factors  
described above, individual members of our Board of Directors may have given    
different weight to different factors or reached different conclusions as to    
whether a specific factor weighed in favor of or against approving the Stock    
Sale.                                                                           

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Opinion of vFinance                                                             

   On December 17, 2001, we retained vFinance Investments, Inc. ("vFinance")
to provide independent valuation services.  As part of the engagement, our Board
of Directors requested that vFinance consider whether the proposed Stock Sale to
Ezra Cohen was fair, from a financial point of view, to our members. Our Board  
of Directors retained vFinance in connection with the Stock Sale because        
vFinance is a financial advisory firm with experience in the valuation of       
businesses and their securities in connection with mergers, asset and stock     
sales, negotiated underwritings, secondary distributions of securities, private 
placements and evaluations for corporate purposes.                              

    vFinance rendered its written opinion to our Board of Directors on January
4, 2002, to the effect that, as of that date and based upon the assumptions     
made, matters considered and limits of their review, as set forth in its        
opinion, the Stock Sale is fair from a financial point of view to our members.  

    The full text of vFinance's opinion, which sets forth material information
relating to vFinance's opinion, including the assumptions made, matters         
considered and qualifications and limitations on the scope of review undertaken 
by vFinance, is attached as Appendix B to this information statement and is     
incorporated herein by reference. This description of vFinance's opinion should 
be reviewed together with the full text of the opinion, and you are urged to    
read the opinion and consider it carefully. The following summary of vFinance's 
opinion is qualified in its entirety by reference to the full text of the       
opinion. vFinance has consented to the inclusion of its opinion in its entirety 
in this information statement.                                                  

 vFinance's opinion is addressed to our Board of Directors and evaluated
only as to the fairness to our members, from a financial point of view, of the  
Stock Sale to Ezra Cohen. The terms of the Stock Sale, including the purchase   
price, were determined through negotiations between Ezcony and Ezra Cohen, and  
were not determined by vFinance.  vFinance's opinion does not address the merits
of the underlying decision to engage in the Stock Sale.                         

In arriving at its opinion, vFinance, among other things:             

 .  reviewed the periodic reports under Sections 13, 14 and 15(d) of the
Securities Exchange Act of 1934, certain interim reports of Ezcony and financial
statements prepared by management of Ezcony;                                    

    .  reviewed certain internal financial analyses and forecasts, relating to
the business, earnings, cash flow, assets, liabilities and prospects of Ezcony  
prepared by our management;                                                     

.  conducted discussions with members of senior management of Ezcony  
concerning the strategic rationale for, and potential benefits of, the Stock    
Sale and the past and current business operations, financial condition and      
future prospects of Ezcony;                                                     

.  reviewed certain publicly available information regarding Ezcony;  

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     .  reviewed a copy of the Minutes of the Extraordinary Meeting of the Board
of Directors of Ezcony held on December 10, 2001, where the Stock Sale          
transaction was proposed;                                                       

.  reviewed internal budgets and projections provided by Ezcony;      

     . reviewed publicly available data and information for companies determined
by vFinance to be comparable to Ezcony;                                         

     .  reviewed available research reports for companies determined by vFinance
to be comparable to Ezcony;                                                     

   .  reviewed the financial terms of other recent similar transactions; and

    .  conducted such other financial analyses and examinations and considered
such other financial, economic and market criteria as vFinance determined to be 
appropriate for purposes of rendering its opinion as to the fairness of the     
transaction.                                                                    

   In preparing its opinion, vFinance assumed and relied on the accuracy and
completeness of all information supplied or otherwise made available, discussed 
with, or reviewed by or for vFinance or publicly available, and vFinance has not
assumed any responsibility for independently verifying such information or      
undertaking an independent evaluation or appraisal of any of the assets or      
liabilities of Ezcony or been furnished with any such evaluation or appraisal.  
In addition, vFinance has not assumed any obligation to conduct, nor has        
vFinance conducted, any physical inspection of the assets, properties or        
facilities of Ezcony. With respect to the financial forecast information        
furnished to or discussed with vFinance by Ezcony, vFinance has assumed that    
they have been reasonably prepared and reflect the best currently available     
estimates and judgment of our management as to our expected future financial    
performance.                                                                    

Methods of Valuation                                                  

     vFinance employed methodologies that provided estimates as to the aggregate
value of Ezcony.  The analyses required studies of the overall market, economic 
and industry conditions in which Ezcony operates and the operating results of   
Ezcony.  Each methodology provided an estimate as to the value of Ezcony and    
thus provided a basis of comparison to the stock purchase consideration to be   
received by Ezcony in connection with the transaction.  The methodologies       
vFinance used to estimate the value of Ezcony's operations were the discounted  
cash flow approach, the comparable transaction approach and the comparative     
market multiple approach.                                                       

Discounted Cash Flow Analysis                                         

     The discounted cash flow analysis considered the projected income stream of
Ezcony, as provided by Ezcony's management, and then discounted that stream to  
the present using a market-based, risk-adjusted discount rate.  The analysis    
included forecasted revenue for Ezcony through year 2004.  Ezcony's terminal    
value, which represents the on-going value of the entity past the time frame of 
the projected income stream, was determined by capitalizing year 2003           

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projected results by an appropriate "exit" multiple. This multiple was based    
mainly on the implied multiples observed in similar transactions.               

   vFinance performed several discounted cash flow analyses, aggregating (i)
the present value of projected unlevered free cash flows over a forecast period 
(the "Forecast Period"), with (ii) the present value of the terminal value at   
the end of such period.  Free cash flow represents the amount of cash generated 
and available for principal, interest and dividend payments after providing for 
ongoing business operations. The Forecast Period is comprised of the calendar   
years 2002 through 2004, and such projections were derived from data provided by
Ezcony.                                                                         

In order to arrive at a present value of the free cash flows over the 
Forecast Period, vFinance utilized discount rates ranging from 40.0% to 60.0%,  
which were chosen based upon several assumptions including interest rates and   
the inherent business and country risk of Ezcony.  The range of terminal values 
represents the residual value of Ezcony at the end of the Forecast Period.      
Under this analysis and based upon a range of terminal multiples of EBITDA for  
calendar year 2004 of 1.00x to 2.25x, the estimated enterprise value of Ezcony  
ranged from a low of approximately ($11,000) to a high of approximately         
$453,000.                                                                       

Comparable Transaction Approach                                       

vFinance also analyzed certain financial performance measures for numerous  
going-private transactions, which it deemed to be most comparable to this       
transaction, vFinance adjusted the results to reflect the fact that Ezcony      
performs most of its business within Latin America.  The discount rate to       
reflect regional risk was obtained from The Morningstar Risk statistic that     
evaluates Latin American stock funds' downside volatility relative to that of   
other funds in its broad investment category.  Morningstar uses a proprietary   
risk measure that operates differently from traditional risk measures, such as  
beta and standard deviation, which see both greater- and less-than-expected     
returns as added volatility. Morningstar believes that most investors' greatest 
fear is losing money defined as underperforming the risk-free rate of return an 
investor can earn from the 90-day Treasury bill--so the risk measure employed by
vFinance focused on that downside risk.  Also, vFinance analyzed the spread     
between long-term government treasuries with similar maturities in the U.S. and 
several Latin American countries.  vFinance used, for comparison purposes,      
countries that represent significant revenue for Ezcony.  The valuations of     
these transactions were discounted using multiples which take into account risks
faced by Ezcony, primarily with respect to its operations in Latin America.     
Under this analysis, the estimated enterprise value of Ezcony ranged from a low 
of $70,000 to a high of $577,000.                                               

Comparative Market Multiple Approach                                  

vFinance also considered a comparative market multiple approach, which
considers the trading multiples for certain income and cash flows of a peer     
group of companies.  In the comparable company analysis, vFinance searched the  
trading statistics of companies that met the following criteria:                

. The company's primary business had to be comparable to Ezcony;      

. The company's common stock had to be outstanding in the hands of the
public; and                                                       

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   . The company's trading market had to be relatively active to obtain true
investor sentiment.                                               

   The results of this search indicated that the following ten companies met
these search criteria and were most comparable to Ezcony: AmeriQuest            
Technologies, Inc., CellStar Corporation, CompuCom System, Inc., Daisytek       
International Corporation, Danka Business Systems PLC, European Micro Holdings, 
Inc., Merisel, Inc. MCSi, Inc., Pioneer-Standard Electronics, Inc. and SED      
International Holdings, Inc.                                                    

   Ezcony's distinct niche as a wholesale distributor of electronic products
operating primarily in Latin American markets eliminates the possibility of     
locating directly comparable companies.  Based both on the lack of publicly     
traded companies that are deemed directly comparable to Ezcony and on the lack  
of earnings characteristics for comparable companies, vFinance did not place    
significant weight on the selected comparable company analysis.  Further, an    
analysis of publicly-traded comparable companies is not mathematical, rather it 
involves complex consideration and judgments concerning differences in financial
and operating characteristics of the comparable companies and other factors that
could affect the public trading of the comparable companies.  Based on publicly 
available information, vFinance reviewed various financial information for each 
of the Comparable Companies including, among other things, enterprise value,    
market value, earnings before interest, taxes, depreciation and amortization    
("EBITDA"), net income, stock price and selected financial ratios.              

    Ezcony conducts most of its business in Latin America.  Among the ten peer
companies selected there are only two companies that do significant business    
within Latin America.  vFinance adjusted the valuation to reflect Ezcony's      
concentration in the Latin American market.  vFinance compared the relative     
value of the multiples of those peer companies that do not have a significant   
presence in Latin America with those of the companies that do have a significant
presence in Latin America such as SED International, Inc. and CellStar Corp to  
determine an objective discount factor.  Under this analysis, the estimated     
enterprise value of Ezcony ranged from a low of $71,000 to a high of $1,205,000.

    vFinance also considered a public trading price value analysis of Ezcony's
common stock.  However, given that (1) there is no investment analyst coverage  
for Ezcony, (2) there are no institutional holders of Ezcony common stock, and  
(3) Ezcony's common stock is thinly traded relative to the comparable public    
companies, vFinance did not rely on the public valuation method in its          
evaluation of Ezcony and in its conclusions regarding the fairness of the       
transaction.  In addition, vFinance in arriving at its conclusions did not give 
any weight to the value to the public members of maintaining Ezcony as a public,
reporting shell company.                                                        

Fairness of Consideration                                             

    In its opinion, vFinance made its determination as to the fairness, from a
financial point of view, as of the date of the Stock Purchase Agreement, of the 
consideration in the Stock Sale to Ezcony's public members.  vFinance has       
advised Ezcony's board of directors that it used several methodologies to assess
the fairness, from a financial point of view, of the transaction consideration. 
In each of the analyses, the estimated mid-range of value of Ezcony's common    

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stock was lower than the transaction consideration offered by Ezra Cohen,       
leading vFinance to conclude that the Stock Sale consideration was fair to the  
Ezcony public members, from a financial point of view.                          

  vFinance's opinion was necessarily based upon market, economic and other
conditions as they existed and could be evaluated on, and on the information    
made available to vFinance as of, January 4, 2002, the date of the opinion.     

     vFinance's fee for the preparation of its fairness opinion was $25,000.  In
accordance with its engagement letter, the fee of vFinance was due and payable  
regardless of whether vFinance concluded that the transaction was fair to our   
members.  The fee, together will all other expenses related to the Stock Sale,  
will be paid by Ezra Cohen.                                                     

THE STOCK PURCHASE AGREEMENT

     The following describes the material terms of the Stock Purchase Agreement.
The full text of the Stock Purchase Agreement is attached to this information   
statement as Appendix A, and is incorporated in this information statement by   
reference. We encourage you to read carefully the entire agreement, as it is the
legal document governing the terms of the Stock Sale.                           

Completion of the Stock Sale                                                    

     On February 20, 2002, or as soon as practicable after all of the conditions
set forth in the Stock Purchase Agreement have been satisfied or waived, the    
parties will complete the Stock Sale.                                           

Purchase Price                                                                  

    In the Stock Sale, we will sell all of the outstanding common stock of our
wholly-owned subsidiaries, Ezcony Trading Corporation, a Panamanian corporation,
Ezcony International Corporation, a Florida corporation and New World           
Interactive, Inc., a Florida corporation, through which we conduct our consumer 
electronic distribution business, to Ezra Cohen, for a purchase price equal to  
(i) $150,000 in cash net of all liabilities of Ezcony and transaction expenses, 
which will be paid at closing by Ezra Cohen; and (ii) the conveyance by Ezra    
Cohen to Ezcony (for cancellation and return to treasury) of 2,688,780 shares of
the issued and outstanding common stock of Ezcony (representing 64% of the      
currently issued and outstanding shares of Ezcony).  In addition, Ezra Cohen    
will assume, agrees to pay and will hold Ezcony harmless from any liability,    
cost, expense, lien, claim or charge of Ezcony as of the closing of the Stock   
Sale.  Ezra Cohen will obtain executed general releases from the creditors of   
Ezcony which will be delivered at the closing of the Stock Sale.                

Representations and Warranties of Ezcony                                        

    Ezcony made representations and warranties in the Stock Purchase Agreement
relating to various matters, including:                                         

.  its organization, standing and authority;                          

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.  the validity and effectiveness of the Stock Purchase Agreement; and

    .  that the sale of the capital stock of the Subsidiaries to Ezra Cohen is
without recourse, on an "as is, where is" basis, without representations or     
warranties as to the value, title or condition of any of the capital stock or   
any other matters, and that the sale is made subject to any liens which may     
exist on the capital stock of the Subsidiaries.                                 

 Ezcony makes no representations as to the value, if any, of the capital
stock of the Subsidiaries being transferred or regarding the assets,            
liabilities, equity or prospects of any of the Subsidiaries.                    

Representations and Warranties of Ezra Cohen                                    

Ezra Cohen made representations and warranties in the Stock Purchase  
Agreement relating to various aspects of his business activities and other      
matters, including:                                                             

.  his authority to enter into the Stock Purchase Agreement;          

    .  the validity and effectiveness of the Stock Purchase Agreement and that
no third party approvals or consents are necessary to consummate the            
transactions contemplated by the Stock Purchase Agreement;                      

.  title to the shares of common stock of Ezcony to be transferred to 
Ezcony by Ezra Cohen; and                                                       

 .  that the creditors from whom Ezra Cohen will obtain general releases
constitute the only obligees of Ezcony.                                         

Certain Agreements of the Parties                                               

  The Parties have agreed to use their best efforts and cooperate with one
another to secure all governmental and other third party consents, approvals,   
exemptions and authorizations necessary to consummate the transactions          
contemplated by the Stock Purchase Agreement.  The Parties have also agreed to  
use their best efforts to obtain the satisfaction of the conditions set forth in
the Stock Purchase Agreement.                                                   

     We have agreed to give Ezra Cohen full access to our offices and facilities
and to furnish all documents, records, work papers and information with respect 
to the properties, assets, books, contracts, commitments, reports and records of
the Subsidiaries as Ezra Cohen may reasonably request from time to time.        

   Ezra Cohen has agreed to obtain and deliver to Ezcony, at or prior to the
closing of the Stock Sale, general releases executed by each of the creditors of
Ezcony.                                                                         

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Indemnification                                                                 

    We will indemnify Ezra Cohen from any losses arising from or in connection
with (i) any inaccuracy of any representation or warranty of Ezcony contained in
the Stock Purchase Agreement; or (ii) any breach of any covenant or agreement of
Ezcony contained in the Stock Purchase Agreement.                               

    Ezra Cohen will indemnify us from any losses arising from or in connection
with (i) any inaccuracy of any representation or warranty of Ezra Cohen         
contained in the Stock Purchase Agreement; (ii) any breach of any covenant or   
agreement of Ezra Cohen contained in the Stock Purchase Agreement; (iii) the    
assumed liabilities under the Stock Purchase Agreement; or (iv) any claim       
arising from any action or failure to act by Ezra Cohen or any of the           
Subsidiaries from and after the closing or any claim arising from the delivery, 
execution and performance of the Stock Purchase Agreement, including but not    
limited to, any claim for member dissenter rights.                              

Conditions Precedent to the Stock Sale                                          

Conditions to the Obligations of Ezra Cohen                           

Ezra Cohen's obligation to effect the Stock Sale is subject to the    
satisfaction or waiver of the following conditions:                             

.    Ezcony shall have complied in all material respects with its     
         agreements and covenants contained in the Stock Purchase Agreement at
or prior to the closing of the Stock Sale;                  

.    the representations and warranties made by Ezcony in the Stock   
         Purchase Agreement shall be true in all material respects on the date
of closing of the Stock Sale;                               

.    Ezra Cohen shall have received a certificate executed by Ezcony  
 certifying as to the fulfillment of the two conditions above;

   .    all action required to be taken by Ezcony in order to consummate the
 Stock Sale shall have been taken and all consents, approvals,
          authorizations and exemptions from third parties that are required for
us to consummate the Stock Sale shall have been obtained;   

    .    the absence of any order of any court or governmental authority which
restrains or prohibits the consummation of the Stock Sale or
        investigation by any governmental authority to enjoin the Stock Sale
        or seek damages or other relief shall be pending or threatened as of
the closing of the Stock Sale; and                          

    .    the receipt by Ezra Cohen from Ezcony of all documents required to be
    delivered at the closing of the Stock Sale pursuant to the Stock
Purchase Agreement.                                         

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Conditions to Ezcony's Obligations                                              

     Ezcony's obligation to effect the Stock Sale is subject to the satisfaction
or waiver of the following conditions:                                          

.    Ezra Cohen shall have complied in all material respects with his 
         agreements and covenants contained in the Stock Purchase Agreement at
or prior to the closing of the Stock Sale;                  

 .    the representations and warranties made by Ezra Cohen in the Stock
         Purchase Agreement shall be true in all material respects on the date
of closing of the Stock Sale;                               

   .    the Company shall have received a certificate executed by Ezra Cohen
 certifying as to the fulfillment of the two conditions above;

   .    all action required to be taken by Ezra Cohen in order to consummate
     the Stock Sale shall have been taken and all consents, approvals,
          authorizations and exemptions from third parties that are required for
us to consummate the Stock Sale shall have been obtained;   

    .    the absence of any order of any court or governmental authority which
restrains or prohibits the consummation of the Stock Sale or
        investigation by any governmental authority to enjoin the Stock Sale
        or seek damages or other relief shall be pending or threatened as of
the closing of the Stock Sale;                              

     .    the receipt by us of executed general releases from our creditors; and

.    the receipt by us from Ezra Cohen of all documents required to be
    delivered at the closing of the Stock Sale pursuant to the Stock
Purchase Agreement.                                         

Expenses                                                                        

 All expenses incurred in connection with the Stock Sale will be paid by
Ezra Cohen.                                                                     

INTEREST OF EXECUTIVE OFFICERS AND DIRECTORS; 
POTENTIAL CONFLICTS OF INTEREST 

 Our Chairman and Chief Executive Officer, Ezra Cohen, beneficially owns
approximately 6% of our common stock.  Mr. Cohen is the purchaser in the        
proposed Stock Sale transaction described in this information statement.  Moises
Ezra Cohen, Ezra Cohen's father, beneficially owns approximately 41% of our     
common stock.  Moises Homsany beneficially owns approximately 20% of our common 
stock.  Prior to the closing of the Stock Sale, Ezra Cohen will purchase, in    
privately negotiated transactions, all of the shares of common stock            
beneficially owned by Moises Ezra Cohen and Moises Homsany. Carlos N. Galvez is 
employed                                                                        

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by the Subsidiaries and will continue to serve the Subsidiaries following the   
conclusion of the Stock Sale.                                                   

     As more fully described elsewhere in this information statement, Ezcony has
received the opinion from vFinance, an independent valuation advisor, that the  
proposed sale of assets to Ezra Cohen as described in this information statement
is fair, from a financial point of view, to the members of Ezcony.  Leonard J.  
Sokolow, a director of our Company, is Chief Executive Officer and President of 
vFinance, Inc. which is the parent company of vFinance Investments, Inc., a     
financial advisory firm that has reviewed the Stock Sale and determined that it 
is in the best interests of the members of our Company.  vFinance has received a
fee of $25,000 in connection with its review of the Stock Sale transaction and  
the issuance of its fairness opinion.  This fee has been paid by Ezra Cohen.    
This is a flat fee and does not vary depending on whether the Stock Sale is     
consummated.                                                                    

  We have also engaged vFinance to identify and assist us, on an exclusive
basis, in consummating an appropriate merger, acquisition or sale transaction   
immediately following the closing Stock Sale. vFinance will provide us with     
investment banking and advisory services and will seek to obtain potential      
investors, acquirers or joint venture partners on our behalf. vFinance will     
primarily focus on a transaction involving the Company acquiring an operating   
business through a reverse merger. In connection with these services, vFinance  
will be entitled to receive a success fee in the amount of 10% of the total     
consideration received by the members of our Company (who are members           
immediately prior to the closing of any such proposed merger or sale), provided 
that the aggregate fair market value to the members of our Company following the
closing of such transaction equals or exceeds $300,000. For purposes of         
computing the success fee, total consideration received shall mean the total    
sale proceeds including, but not limited to, cash, securities, notes, options,  
warrants, royalties and contracts. In the event that vFinance receives          
securities as part of its success fee, we will grant vFinance piggyback         
registration rights with respect to any securities. vFinance shall also be      
entitled to be reimbursed for its pre-approved business expenses (not to exceed 
$10,000) incurred in the performance of these services for Ezcony.              

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 

    Our management has concluded that there will be no tax consequences to our
members as a result of the Stock Sale.                                          

APPRAISAL RIGHTS

    Under British Virgin Islands law, holders of our common stock are entitled
to appraisal rights in connection with the proposed Stock Sale described in this
information statement.                                                          

 Any holder of our common stock who is considering exercising his or her
appraisal rights is urged to review carefully the provisions of Section 83 of   
the International Business Companies Act of 1984, as amended (a copy of which is
attached as Appendix C to this information statement), particularly with respect
to the procedural steps required to perfect the right of appraisal. The right of
appraisal may be lost if the procedural requirements of Section 83 are not      
followed exactly. The following is a summary of the procedures relating to      
exercise of the right of appraisal, which should be read in conjunction with the
full text of the applicable provisions of Section 83.                           

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  If a proposed corporate action creating dissenters' rights under British
Virgin Islands law is effectuated by written consent without a meeting, as is   
the case with the proposed Stock Sale, we are required to give written notice of
such member authorization or consent to each member within 20 days after the    
date we received written consents without a meeting from the requisite number of
members necessary to authorize the action (the "members' authorization date").  
Such written notice must be provided to each of our members, excepting any who  
consented in writing to the proposed sale of assets. THIS INFORMATION STATEMENT 
CONSTITUTES SUCH NOTICE TO THE HOLDERS OF OUR COMMON STOCK.                     

 Within 20 days after the giving of notice to him or her, any member who
elects to dissent must deliver to us a written notice of such election, stating 
the member's name and address, the number, classes, and series of shares as to  
which he or she dissents, and a demand for payment of the fair value of his or  
her shares.  Any member who elects to dissent must do so with respect to all    
shares held by such dissenting member.  Upon filing a notice of election to     
dissent, the member shall thereafter be entitled only to payment of the fair    
value of his or her shares as described below and shall not be entitled to vote 
or to exercise any other rights of a member.                                    

    Within 7 days after the expiration of the period in which members may file
their notices of election to dissent, or within 7 days after the Stock Sale is  
effected, whichever is later, we must make a written offer to each dissenting   
member who has made demand as provided above to pay an amount we determine to be
the fair value for such shares.                                                 

 If within 30 days after the making of such offer any member accepts the
offer, payment for his or her shares will be made by us upon the surrender by   
the dissenting member to us of the certificates representing the shares. Upon   
payment of the agreed value, the dissenting member shall cease to have any      
interest in such shares.                                                        

   If we fail to make such offer within the period specified therefor, or if
we make the offer and any dissenting member or members fail to accept the same  
within the period of 30 days thereafter, then within 20 days following the      
expiration of such 30-day period, the following procedure shall apply: (i) each 
of Ezcony and the dissenting member shall designate an appraiser; (ii) the two  
designated appraisers shall designate a third appraiser; (iii) the three        
appraisers shall determine the fair value of the shares held by such dissenting 
member as of the close of business on the date on which written consent of      
members without a meeting is obtained, excluding any appreciation or            
depreciation directly or indirectly induced by the action or its proposal, which
valuation shall be binding on Ezcony and the dissenting member for all purposes;
and (iv) payment for his or her shares will be made by Ezcony upon the surrender
by the dissenting member to Ezcony of the certificates representing the shares. 

   Any shares acquired by Ezcony in accordance with the procedures set forth
above will be cancelled.                                                        

     The enforcement by a member of his or her entitlement under the dissenters'
rights provisions exclude the enforcement by the member of a right to which he  
or she might otherwise be entitled by virtue of his or her holding shares,      
except that the dissenters' rights provisions do                                

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not exclude the right of the member to institute proceedings to obtain relief on
the ground that the action is illegal.                                          

SECURITY OWNERSHIP OF PRINCIPAL MEMBERS                                         

The following table sets forth information, as of December 31, 2001,  
regarding all persons known to us to be the beneficial owners of more than 5% of
our outstanding common stock, all of our current directors, executive officers, 
and by all directors and executive officers as a group.                         

                                                        [Enlarge/Download Table]

                                                              Shares of Common Stock        
                                                                Beneficially Owned          
                                                                ------------------          

Name and Address of Beneficial Owner                     Number            Percent of Class 
------------------------------------                     ------            -----------------
                                                                                            
Moises Ezra Cohen (1)                                    1,838,110(2)      40.8%            
Moises Homsany (1)                                         854,900(3)      20.0%            
Ezra Cohen                                                 275,846(4)      6.12%            
Leonard J. Sokolow                                          40,000(5)      *                
All current directors and executive officers as a group  2,153,956(6)      47.81%           
 (three people)                                                                             

*    Less than 1%                                                               
(1)  Address is Ave. Manuel Dominador Bazan, Edif. C9, Local #15, Zona Libre de 
Colon, Colon, Republic of Panama.                                     
(2)  Includes options to purchase 15,000 shares. All shares held by Moises Ezra 
     Cohen will be purchased by Ezra Cohen in private transactions, and tendered
to the Company at the closing of Stock Sale.                          
(3)  All shares held by Moises Homsany will be purchased by Ezra Cohen in       
 private transactions, and tendered to the Company at the closing of the
Stock Sale.                                                           
(4)  Includes options to purchase 192,140 shares.                               
(5)  Includes options to purchase 40,000 shares.                                
(6)  Includes options to purchase 227,140 shares.                               

WHERE YOU CAN FIND MORE INFORMATION 

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for 
further information on the public reference rooms. Our SEC filings are also     
available to the public from commercial document retrieval services and at the  
web site maintained by the SEC at http://www.sec.gov.                           
       -------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY  
REFERENCE IN THIS INFORMATION STATEMENT. WE HAVE NOT AUTHORIZED ANYONE TO       
PROVIDE YOU WITH INFORMATION THAT IS                                            

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DIFFERENT FROM WHAT IS CONTAINED IN THIS INFORMATION STATEMENT. THIS INFORMATION
STATEMENT IS DATED JANUARY 22, 2002. YOU SHOULD NOT ASSUME THAT THE INFORMATION 
CONTAINED IN THE INFORMATION STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN    
SUCH DATE, AND THE MAILING OF THIS INFORMATION STATEMENT TO MEMBERS SHALL NOT   
CREATE ANY IMPLICATION TO THE CONTRARY.                                         

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APPENDIX A - STOCK PURCHASE AGREEMENT                                 

STOCK PURCHASE AGREEMENT
------------------------

     THIS STOCK PURCHASE AGREEMENT ("Agreement") is dated as of January 9, 2002,
by and between Ezra Cohen (the "Purchaser") and Ezcony Interamerica, Inc., a    
British Virgin Islands international business company (the "Seller").           

PRELIMINARY STATEMENTS
----------------------

WHEREAS, the Seller owns the shares of capital stock of the companies 
listed on Exhibit A hereto (the "Subsidiary Stock") and                         

 WHEREAS, the Purchaser wishes to purchase, and the Seller is willing to
sell, convey, assign and deliver the Subsidiary Stock in exchange for the       
Purchase Price (as defined herein), subject to the terms and conditions         
contained in this Agreement.                                                    

  NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, the parties agree that the foregoing preliminary       
statements are true and correct and further agree as follows:                   

AGREEMENT 
--------- 

   1.   Definitions.  The following terms shall have the following meanings:
-----------                                                 

        a.   "Agreement" shall mean this Stock Purchase Agreement, including
the Schedules, Exhibits and Attachments hereto.                                 

     b.   "Affiliate" of a Person shall mean a Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the first Person.  "Control" means the possession,   
directly or indirectly, of the power to direct or cause the direction of the    
management policies of a Person, whether through the ownership of voting        
securities, by contract or other arrangement, as trustee or executor, or        
otherwise.                                                                      

         c.   "Closing" shall mean the closing of the purchase and sale of the
Subsidiary Stock.                                                               

      d.   "Closing Date" shall mean a date selected by Purchaser on not
less than five calendar days' prior written notice not later than February 20,  
2002, or such other date as may be determined by mutual written agreement of    
Seller and Purchaser.                                                           

        e.   "Indemnification Notice" shall mean the written notice provided
by the Indemnified Party to the Indemnifying Party setting forth the basis of an
indemnification claim.                                                          

         f.   "Indemnified Party" shall mean the party seeking indemnification
pursuant to the terms of this Agreement.                                        

       g.   "Indemnifying Party" shall mean the party against whom a claim
for indemnification  is sought pursuant to the terms of this Agreement.         

   h.   "Person" shall mean any natural person, firm, partnership,
association, corporation, company, trust, business trust, government authority  
or other entity.                                                                

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          i.   "Purchase Price" shall mean the purchase price for the Subsidiary
Stock as set forth in Section 3 of this Agreement.                              

         j    "Purchaser" shall have the meaning set forth in the introductory
paragraph of this Agreement.                                                    

      k    "Seller" shall have the meaning set forth in the introductory
paragraph of this Agreement.                                                    

     2.   Transfer and Conveyance of Subsidiary Stock.  On the Closing Date, the
-------------------------------------------                 
Seller shall sell, assign, transfer, convey and deliver the Subsidiary Stock to 
the Purchaser, subject to any applicable liens, claims or encumbrances, and the 
Seller shall evidence such transaction by endorsing the certificates for the    
Subsidiary Stock and delivering the same to the Purchaser, in exchange for and  
upon tender of the Purchase Consideration.                                      

    3.   Purchase Consideration.  Upon the terms and subject to the conditions
----------------------                                      
of this Agreement, the parties agree that the Purchase Consideration shall be:  

  a.   Cash.  The sum of U.S. ONE HUNDRED FIFTY THOUSAND DOLLARS
----                                              
($150,000) payable by Purchaser to Seller in immediately available funds at the 
Closing;                                                                        

 b.   Seller Shares.  The conveyance by Purchaser to Seller of
-------------                                     
2,688,780 shares of the issued and outstanding Common Stock of the Seller (the  
"Seller Shares"), free and clear of all liens, claims and encumbrances; and     

     c.   Assumption of Liabilities.  The Purchaser hereby assumes and
-------------------------                         
agrees to pay and hold Seller harmless from any liability, cost, expense, lien, 
claim or charge of Seller as of the Closing Date.  Without limiting the         
generality of the foregoing, the Purchaser shall on the Closing Date pay, in    
addition to and not in lieu of the amounts referred to in Section 3(a) hereof,  
all amounts due to each of the creditors of the Seller listed in Exhibit B as of
the Closing Date (to the extent such creditor has not executed and delivered a  
general release in form and content acceptable to Seller) and all of the        
expenses of this transaction.                                                   

4.   The Closing.                                                     
-----------                                                 

   a.   Closing Date.  The Closing of the purchase and sale of the
------------                                      
Subsidiary Stock shall be held on a date not later than February 20, 2002, at a 
place and time specified in writing by the Purchaser,  upon not less than five  
calendar days? prior written notice to Seller, unless the Seller and the        
Purchaser mutually agree in writing to extend the Closing Date.                 

    b.   Deliveries of the Seller.  At the Closing, the Seller shall
------------------------                          
deliver to Purchaser: (i) the certificates for the Subsidiary Stock, duly       
endorsed for transfer; (ii) the closing documents specified in Section 9 hereof;
(iii) a certified copy of a resolution of the Board of Directors of Seller      
authorizing the Seller to enter into this Agreement; (iv) a certified copy of a 
written consent in lieu of a meeting of shareholders approving and ratifying the
sale of all of the Subsidiary Stock of Seller on the terms set forth herein; and
(v) such other documents as may be reasonably requested by Purchaser in order to
evidence the consummation of the transactions contemplated by this Agreement.   

      c.   Deliveries of the Purchaser.  At the Closing, Purchaser shall
---------------------------                       
deliver to the Seller: (i) a wire transfer of the cash portion of the Purchase  
Price due at Closing; (ii) certificates for 2,688,780 shares of Common Stock of 
Seller, duly endorsed for transfer; (iii) general releases of the Seller in form
and content acceptable to Seller from each of the parties listed on Exhibit B   
hereto; and (iv) such other documents as may be reasonably requested by the     
Seller in order to consummate the transactions contemplated by this Agreement.  

       d.   Additional Acts.  At or subsequent to the Closing, the parties
---------------                                   
shall execute and deliver any other instruments and take any actions, which may 
be reasonably required for the implementation of this Agreement and the         
transactions contemplated hereby.                                               

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5.   Representations and Warranties of the Seller.  In order to induce
--------------------------------------------                
Purchaser to enter into this Agreement and purchase the Subsidiary Stock, the   
Seller makes the following representations and warranties to Purchaser, which   
representations and warranties shall be true and correct as of the Closing Date 
as well as on the date hereof:                                                  

  a.   Organizational Status.  The Seller is a corporation, duly
---------------------                             
organized, validly existing and in good standing under the laws of the British  
Virgin Islands.  The Seller has all requisite power and authority to own or     
lease and operate its properties and to carry on its business as presently      
conducted.                                                                      

          b.   Authorization.  The Seller has full corporate power and authority
-------------                                     
to enter into this Agreement and to carry out the transactions contemplated     
hereby. The execution, delivery and performance of this Agreement by the Seller 
and the consummation of the transactions contemplated hereby have been duly and 
validly authorized by all requisite corporate and governmental action, and this 
Agreement constitutes the legal, valid and binding obligation of the Seller,    
enforceable in accordance with its terms.                                       

        c.   Disclaimers.  THE PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT
-----------                                       
AS, AND TO THE EXTENT SET FORTH IN THIS SECTION FIVE HEREOF:  (A) THE SALE OF   
THE SUBSIDIARY STOCK TO PURCHASER IS: WITHOUT RECOURSE TO THE SELLER; ON AN "AS 
IS, WHERE IS" BASIS; WITHOUT ANY REPRESENTATIONS OR WARRANTIES AS TO THE VALUE, 
TITLE OR CONDITION OF ANY OF THE SUBSIDIARY STOCK OR ANY OTHER MATTERS          
WHATSOEVER; (B) SELLER MAKES NO REPRESENTATION AS TO THE VALUE, IF ANY, OF THE  
SUBSIDIARY STOCK BEING TRANSFERRED HEREBY OR REGARDING THE ASSETS, BUSINESS,    
LIABILITIES, EQUITY OR PROSPECTS OF ANY SUBSIDIARY OF THE SELLER, SUBJECT TO ALL
LIENS AND ENCUMBRANCES THEREON; AND (C) THE SOLE REPRESENTATIONS AND WARRANTIES 
OF THE SELLER ARE THOSE SPECIFICALLY PROVIDED IN SECTION 5 OF THIS AGREEMENT.   

   6.   Representations and Warranties of the Purchaser.  In order to induce
-----------------------------------------------             
the Seller to enter into this Agreement and sell the Subsidiary Stock, Purchaser
makes the following representations and warranties to the Seller, which         
representations and warranties shall be true and correct as of the Closing Date,
as well as on the date hereof:                                                  

         a.   Corporate Status.  The Purchaser is of age and capacity to enter
----------------                                  
into this Agreement and to consummate the transactions contemplated hereby.     
Neither the execution and delivery of this Agreement by the Purchaser nor the   
consummation of the transactions contemplated hereby by the Purchaser requires  
the approval or consent of any third party.                                     

        b.   Authorization.  This Agreement constitutes the legal, valid and
-------------                                     
binding obligation of the Purchaser enforceable in accordance with its terms.   

       c.   Seller Shares.  The Purchaser at Closing shall be the sole and
-------------                                     
lawful owner of all of the Seller Shares, free and clear of all liens,          
encumbrances, restrictions and claims of every kind.  The Seller Shares have not
been assigned, transferred or alienated by Purchaser in any manner, nor pledged 
or placed as security for any obligation of Purchaser or any third party.       

         d.   Releases.  The creditors of Seller, from whom the Purchaser will
--------                                          
obtain executed general releases deliverable to Seller at Closing, constitute   
the only obligees of Seller.                                                    

  7.   Certain Covenants of the Parties.  The Seller, on the one hand, and
--------------------------------                            
the Purchaser, on the other hand, hereby covenant to and agree with one another 
as follows:                                                                     

      a.   The Seller and the Purchaser will use their best efforts, and
will cooperate with one another, to secure all necessary consents, approvals,   
authorizations and exemptions from governmental agencies and other third        
parties, and to obtain the satisfaction of the conditions specified in this     
Agreement, as shall be required in order to enable the Seller and the Purchaser 
to effect the transactions contemplated by this Agreement.                      

     b.   The Seller will give the Purchaser full access during normal
business hours to, and furnish it with all documents, records, work papers and  
information with respect to, all properties, assets, books,                     

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contracts, commitments, reports and records relating to its subsidiaries as the 
Purchaser shall from time to time reasonably request.                           

8.   Conditions to Purchaser's Obligations.  The obligations of the   
-------------------------------------                       
Purchaser to consummate the transactions contemplated hereby shall be subject to
the satisfaction on or prior to the Closing Date of all of the following        
conditions, except such conditions as the Purchaser may waive in writing:       

      a.   The Seller shall have complied with all of its agreements and
covenants contained herein required to be complied with at or prior to the      
Closing Date, and all the representations and warranties of the Seller contained
herein shall be true on and as of the Closing Date with the same effect as      
though made on and as of the Closing Date.  The Purchaser shall have received a 
certificate in form and content satisfactory to the Purchaser executed by or on 
behalf of  the Seller, and dated as of the Closing Date, certifying as to the   
fulfillment of the conditions set forth in this Section.                        

       b.   All action (including notifications and filings) that shall be
required to be taken by the Seller in order to consummate the transactions      
contemplated hereby shall have been taken and all consents, approvals,          
authorizations and exemptions from third parties that shall be required in order
to enable the Seller to consummate the transactions contemplated hereby shall   
have been duly obtained.                                                        

        c.  No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be 
in effect on the Closing Date and no suit or investigation by any government    
agency to enjoin the transactions contemplated hereby or seek damages or other  
relief as a result thereof shall be pending or threatened as of the Closing     
Date.                                                                           

     d.   The Purchaser shall have received from the Seller all of the
documents and items required to be delivered at Closing as provided in Section  
4.b herein.                                                                     

     9.   Conditions to the Seller's Obligations.  The obligations of the Seller
--------------------------------------                      
to consummate the transactions contemplated hereby shall be subject to the      
satisfaction on or prior to the Closing Date of all of the following conditions,
except such conditions as the Seller may waive in writing:                      

        a.   The Purchaser shall have complied in all material respects with
all of its agreements and covenants contained herein required to be complied    
with at or prior to the Closing Date, and all of the representations and        
warranties of Purchaser contained herein shall be true in all material respects 
on and as of the Closing Date with the same effect as though made on and as of  
the Closing Date. The Seller shall have received a certificate of Purchaser,    
dated as of the Closing Date and signed by an officer of Purchaser, certifying  
as to the fulfillment of the condition set forth in this Section.               

       b.   All action (including notifications and filings) that shall be
required to be taken by the Purchaser in order to consummate the transactions   
contemplated hereby shall have been taken and all consents, approvals,          
authorizations and exemptions from third parties that shall be required in order
to enable the Seller to consummate the transactions contemplated hereby shall   
have been duly obtained.                                                        

         c.   No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be 
in effect on the Closing Date and no suit or investigation by any government    
agency to enjoin the transactions contemplated hereby or seek damages or other  
relief as a result thereof shall be pending or threatened in writing as of the  
Closing Date.                                                                   

 d.   The Seller shall have received from Purchaser all of the
documents and other items required to be delivered at Closing as provided in    
Section 4.c herein.                                                             

e.   The Seller shall have received the opinion of vFinance 
Investments, Inc. that the transactions contemplated hereby are fair to the     
stockholders of Seller from a financial point of view.                          

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10.  Survival and Indemnification                                     
----------------------------                                

  a.   The representations, warranties, covenants and agreements
contained herein to be performed or complied with after the Closing shall       
survive without limitation as to time.                                          

b.   From and after the Closing Date, each of the Seller and
Purchaser, as the case may be, shall indemnify and hold harmless the Indemnified
Party from and against any and all claims, losses, liabilities and damages,     
including, without limitation, amounts paid in settlement, costs of             
investigation and fees and disbursements of counsel (whether at the pre-trial,  
trial or appellate levels), (collectively "Claim") arising out of or resulting  
from the inaccuracy of any representation or warranty, or the breach of any     
covenant or agreement, contained herein or in any instrument or certificate     
delivered pursuant hereto.  The Purchaser shall indemnify and hold harmless the 
Seller from and against any Claim arising from any action or failure to act of  
the Purchaser or any of the issuers of the Subsidiary Stock from and after the  
Closing Date or from and against any Claim arising from the execution, delivery 
and performance of this Agreement, including but not limited to, any Claim for  
dissenter rights made by any stockholder of Seller.                             

      c.   The Indemnified Party shall promptly provide the Indemnifying
Party with the Indemnification Notice, specifying in detail the basis of such   
Claim, the facts pertaining thereto and, if known, the amount, or an estimate of
the amount, of the liability arising therefrom. The Indemnified Party shall     
provide to the Indemnifying Party as promptly as practicable thereafter all     
information and documentation necessary to support and verify the Claim asserted
and the Indemnifying Party shall be given reasonable access to all books and    
records in the possession or control of the Indemnified Party or any of its     
affiliates which the Indemnifying Party reasonably determines to be related to  
such Claim.                                                                     

 11.  Expenses.  Whether or not the transactions contemplated hereby are
--------                                                    
consummated, Purchaser will pay, unless otherwise provided herein, its own and  
the Seller's expenses and costs (including without limitation, the fees,        
disbursements and expenses of attorneys, accountants and financial advisors)    
incurred in connection with negotiating, preparing, approving, closing and      
carrying out this Agreement and the transactions contemplated by this Agreement.

     12.  Public Announcements.  The Seller and the Purchaser shall consult with
--------------------                                        
each other before issuing any press releases or otherwise making any public     
statements with respect to this Agreement and the transactions contemplated     
hereby and shall not issue any such press release or make any public statement  
prior to such consultation.                                                     

13.  Notices.  Any notices, requests, demands and other communications
-------                                                     
required or permitted to be given hereunder must be in writing and, except as   
otherwise specified in writing, will be deemed to have been duly given when     
personally delivered or facsimile transmitted, or three days after deposit in   
the United States mail, by certified mail, postage prepaid, return receipt      
requested, as follows:                                                          

If to the Purchaser:                              

Ezra Cohen                                        
Ave. Jose Dominador  Bazan                        
Edif. Cofrisa #9, Local #15                       
Zona Libre De Colon                               
Colon, Rep. de Panama                             
Attn:  President                                  
Facsimile: 507-265-2901                           

-- with a copy to --                          

Mitrani, Rynor, Adamsky & Macaulay, P.A.          
SunTrust International Center                     
One SE 3rd Avenue - Suite 2200                    
Miami, Florida 33131-1716                         

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Facsimile:  305-358-9617                          
Attention: Robert B. Macaulay.                    

If to the Seller :                                

Ezcony Interamerica, Inc.                         
Ave. Jose Dominador  Bazan                        
Edif. Cofrisa #9, Local #15                       
Zona Libre De Colon                               
Colon, Rep. de Panama                             
Facsimile: 507-265-2901                           

-- with a copy to --                          

Adorno & Zeder, P.A.                              
2601 South Bayshore Drive                         
Suite 1600                                        
Miami, Florida  33133                             
Facsimile: (305) 858-4777                         
Attention: Dennis J. Olle, Esq.                   

or to such other addresses or facsimile numbers as either party hereto may from 
time to time give notice of (complying as to delivery with the terms of this    
Section) to the other.                                                          

 14.  Entire Agreement.  This Agreement constitutes the entire agreement
----------------                                            
between the parties hereto and supersedes all prior agreements, understandings, 
negotiations and discussions, both written and oral, between the parties hereto 
with respect to the subject matter hereof.                                      

15.  Benefits; Binding Effect; Assignment.  This Agreement is for the 
------------------------------------                        
benefit of and binding upon the parties hereto, their respective successors and,
where applicable, assigns.  Neither party may assign this Agreement or any of   
its rights, interests or obligations hereunder without the prior approval of the
other party.                                                                    

    16.  Waiver.  No waiver of any of the provisions of this Agreement will be
------                                                      
deemed to constitute or will constitute a waiver of any other provision hereof  
(whether or not similar), nor shall any such waiver constitute a continuing     
waiver unless otherwise expressly so provided.                                  

17.  No Third Party Beneficiary.  Nothing expressed or implied in this
--------------------------                                  
Agreement is intended, or will be construed, to confer upon or give any person  
or entity other than the parties hereto and their respective successors and     
assigns any rights or remedies under or by reason of this Agreement.            

  18.  Section Headings.  The section and other headings contained in this
----------------                                            
Agreement are for reference purposes only and shall not affect the meaning or   
interpretation of any provisions of this Agreement.                             

19.  Counterparts.  This Agreement may be executed in any number of   
------------                                                
counterparts and by the parties hereto in separate counterparts, each of which  
will be deemed to be one and the same instrument.                               

 20.  Litigation.  If any legal action is brought for the enforcement of
----------                                                  
this Agreement, or because of an alleged dispute, breach, default, or           
misrepresentation in connection with any of the provisions of this Agreement,   
the successful or prevailing party or parties shall be entitled to recover      
reasonable attorney fees, paralegal fees and other costs incurred in that action
or proceeding, in addition to any other relief to which it or they may be       
entitled. Any such legal action shall be brought in courts of competent         
jurisdiction in Miami-Dade County, Florida.                                     

21.  Remedies Cumulative.  No remedy made available by any of the     
-------------------                                         
provisions of this Agreement is intended to be exclusive of any other remedy,   
and each and every remedy is cumulative and is in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity.               

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22.  Equitable Remedies.  The Seller acknowledges and agrees that the 
------------------                                          
Purchaser will not have an adequate remedy at law in the event of any breach by 
the Seller of this Agreement and that, therefore, the Purchaser shall be        
entitled, in addition to any other remedies which may be available to it, to    
injunctive and/or other equitable relief to prevent or remedy a breach, with the
posting of any bond in connection therewith being hereby waived.                

   23.  Governing Law.  This Agreement will be governed by and construed and
-------------                                               
enforced in accordance with the internal laws of the State of Florida.          

24.  Construction.  The parties have participated jointly in the      
------------                                                
negotiation and drafting of this Agreement.  In the event an ambiguity or       
question of intent or interpretation arises, this Agreement shall be construed  
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of   
the provisions of this Agreement.  Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and           
regulations promulgated thereunder, unless the context requires otherwise.      

[Signatures Begin on Following Page]

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 IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Agreement as of the day and year first above written.            

PURCHASER:          

/s/ Ezra Cohen      
     -------------------------
Ezra Cohen          

SELLER:             

     Ezcony Interamerica, Inc.
                           a British Virgin Islands International Business
Company             

    By: /s/ Carlos N. Galvez
         ---------------------
    Carlos N. Galvez
           Chief Financial Officer

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EXHIBIT A 

SUBSIDIARY STOCK

                                                        [Enlarge/Download Table]

Number of Shares      Class of Stock             Name of Subsidiary         Jurisdiction
----------------      --------------             ------------------         ------------
                                                                                        
       450        Capital Stock       Ezcony Trading Corporation        Panama          
       100        Common Stock        Ezcony International Corporation  Florida         
       100        Common Stock        New World Interactive, Inc.       Florida         

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EXHIBIT B 

LIST OF CREDITORS OF SELLER 
----------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
Name of Creditor                             Address of Creditor                                                      
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
----------------------------------------------------------------------------------------------------------------------
Adorno & Zeder, P.A.                         2601 S. Bayshore Drive, Suite 1600, Miami, FL 33133                      
----------------------------------------------------------------------------------------------------------------------
McClain & Company, L.C.                      200 S. Biscayne Blvd., Suite 1700, Miami, FL 33131                       
----------------------------------------------------------------------------------------------------------------------
RRDonnelley Receivables, Inc.                P.O. Box 13654, Newark, NJ 07188-0001                                    
----------------------------------------------------------------------------------------------------------------------
Premium Assignment Corporation               3522 Thomasville Road, Suite 400, Tallahassee, FL 32309                  
----------------------------------------------------------------------------------------------------------------------
NY Life Insurance Company                    Box 500, Minneapolis, MN 55440-0500                                      
----------------------------------------------------------------------------------------------------------------------
Mellon Investor Services                     One Mellon Center, Suite 2122, 500 Grant Street, Pittsburgh, PA          
                                             15258-0001                                                               
----------------------------------------------------------------------------------------------------------------------
ADP Investor Communication Services          51 Mercedes Drive, Edgewood, NY 11717                                    
----------------------------------------------------------------------------------------------------------------------
Research Data Group, Inc.                    3450 Third Street, #3F, San Francisco, CA 94188-3213                     
----------------------------------------------------------------------------------------------------------------------
HWR Services Ltd.                            Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin      
                                             Islands                                                                  
----------------------------------------------------------------------------------------------------------------------
Greenberg Traurig, P.A.                      1221 Brickell Avenue, Miami, FL 33131                                    
----------------------------------------------------------------------------------------------------------------------
Hamilton Bank, N.A.                          3750 N.W. 87 Avenue, Miami, FL 33178                                     
----------------------------------------------------------------------------------------------------------------------
vFinance Investments, Inc.                   3010 N. Military Trail, Boca Raton, FL 33431                             
----------------------------------------------------------------------------------------------------------------------
Keyes Coverage, Inc.                         8201 W. McNab Road, Tamarac, FL 33321                                    
----------------------------------------------------------------------------------------------------------------------
Depository Trust Co.                         55 Water Street, 50/th/ Floor, New York, NY 10041-0099                   
----------------------------------------------------------------------------------------------------------------------

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APPENDIX B - OPINION OF vFINANCE                                      

[LOGO] vFinance(R)                                                              
Investments Inc                                                   

January 04, 2002                                                                

Board of Directors                                                              
Ezcony Interamerica, Inc.                                                       
Craigmuir Chambers                                                              
PO Box 71Road Town                                                              
Tortola British Virgin Islands                                                  

Gentlemen:                                                                      

  You have requested that we render our opinion as to the fairness, from a
financial point of view, to the members of Ezcony Interamerica, Inc., a British 
Virgin Island corporation ("Ezcony"), of the transaction (the "Transaction")    
whereby the Company intends to effectuate the sale of the Ezcony Stock.         

    vFinance Investments, Inc. (the "Firm"), as part of its investment banking
business, is engaged in the valuation of businesses and their securities in     
connection with mergers and acquisitions, competitive biddings, secondary       
distributions of listed and unlisted securities, private placements and         
valuations for estate, corporate and other purposes. We are familiar with       
Ezcony, having conducted a due diligence review of Ezcony in connection with the
rendering of this opinion.                                                      

   In connection with the review and analysis performed to render our opinion,
among other things, we have:                                                    

     i.    Reviewed the periodic reports under Sections 13, 14, and 15(d) of the
       Securities Exchange Act of 1934, as amended (the "Exchange Act"),
 certain interim reports of Ezcony, as well as the financial
statements prepared by the management of Ezcony;          

     ii.   Reviewed certain internal financial analyses and forecasts for Ezcony
prepared by its management;                               

iii.  Held discussions with members of the senior management of Ezcony
           regarding the strategic rationale for, and potential benefits of, the
         transaction and the past and current business operations, financial
condition and future prospects of the company;            

 iv.   Reviewed certain publicly available documents relating to Ezcony;

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  v.    Reviewed a copy of the Minutes of the Extraordinary Meeting of the
           Board of Directors of Ezcony held on December 10, 2001 provided to us
by Ezcony, where the Transaction was proposed;            

   vi.   Reviewed internal budgets and projections provided to us by Ezcony;

    vii.  Reviewed publicly available data and information for companies which
we have determined to be comparable to Ezcony;            

viii. Reviewed available research reports for companies which we have 
determined to be comparable to Ezcony;                    

  ix.   Reviewed the financial terms of other recent similar transactions;
and                                                       

x.    Conducted such other financial analyses and examinations and    
         considered such other financial, economic and market criteria as we
     have determined to be appropriate for purposes of this opinion.

   We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us and have assumed such accuracy and         
completeness for purposes of rendering this opinion. In that regard, we have    
assumed with Ezcony's consent that the financial forecasts provided by the      
managements of Ezcony has been reasonably prepared on a basis reflecting the    
best currently available judgments and estimates of the management of Ezcony.   
Our advisory services and the opinion expressed herein are provided for the     
information and assistance of the Board of Directors of Ezcony in connection    
with its consideration of the transaction.                                      

   Based upon and subject to the foregoing and based upon such other matters
as we consider relevant, it is our opinion as of the date hereof that the       
Transaction is fair, from a financial point of view, to holders of the Ezcony   
Common Stock.                                                                   

 This Opinion is furnished solely for your benefit and may not be relied
upon by any other person without our express, prior written consent and this    
opinion is not intended to be and does not constitute a recommendation to any   
stockholder as to how such stockholder should vote in connection with the       
proposed Transaction.  This Opinion is delivered to each recipient subject to   
the conditions, scope of engagement, limitations and understandings set forth in
this Opinion and our engagement letter, and subject to the understanding that   
the obligations of the Firm hereunder are solely corporate obligations, and no  
officer, director, employee, agent, member or controlling person of the Firm    
shall be subjected to any personal liability whatsoever to any person, nor will 
any such claim be asserted by or on behalf of you or your affiliates.           

We have tried to apply objective measures of value in rendering our   
Opinion.  You understand, however, that such a valuation necessarily is based on
some subjective interpretations of value.  We understand that we are not        
obligated to revise our opinion due to events and fluctuating economic          
conditions occurring subsequent to the date of this Opinion.                    

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   We have been engaged to render an opinion as to whether the consideration
in the proposed transaction is fair, from a financial point of view, to the     
members of the Company, and will receive a fee in connection with the delivery  
of this opinion, which is not contingent upon the consummation of the           
Transaction.  In the ordinary course of business, we may hold or actively trade 
the equity securities of Ezcony for our own account or for the account of       
customers and, accordingly may at any time hold a long or short position in such
securities.                                                                     

  We hereby consent to the use of this opinion in any public disclosure of
Ezcony in which it is required by law, rule, or regulation to be disclosed.     

Very Truly Yours,                                                               

VFINANCE INVESTMENTS, INC.                                                      

By:  /s/ Shelly Singhal                                                         
Shelly Singhal                                                          
Managing Director and Executive Vice President                          

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APPENDIX C - APPRAISAL RIGHTS                                         

Rights of dissenters 83.(1)A member of a company incorporated under this        
Ordinance is entitled to payment of the fair value of his shares upon dissenting
from                                                                            

(a)  a merger, if the company is a constituent company, unless the company is   
the surviving company and the member continues to hold the same or similar      
shares;                                                                         

(b)  a consolidation, if the company is a constituent company;                  

(c)  any sale, transfer, lease, exchange or other disposition of more than 50   
per cent of the assets or business of the company, if not made in the usual     
or regular course of the business carried on by the company, but not            
including                                                                       

   (i)   a disposition pursuant to an order of the court having jurisdiction
in the matter;                                            

   (ii)  a disposition for money on terms requiring all or substantially all
      net proceeds to be distributed to the members in accordance with
  their respective interests within one year after the date of
disposition; or                                           

(iii) a transfer pursuant to the power described in subsection (2) of 
section 9;                                                

(d)  a redemption of his shares by the company pursuant to section 81; and      

(e)  an arrangement, if permitted by the court.                                 

(2)  A member who desires to exercise his entitlement under subsection (1) must 
   give to the company, before the meeting of members at which the action is
submitted to a vote, or at the meeting but before the vote, written   
    objection to the action; but an objection is not required from a member to
     whom the company did not give notice of the meeting in accordance with this
    Ordinance or where the proposed action is authorized by written consent of
members without a meeting.                                            

(3)  An objection under subsection (2) must include a statement that the member 
proposes to demand payment for his shares if the action is taken.     

(4)  Within 20 days immediately following the date on which the vote of members 
  authorizing the action is taken, or the date on which written consent of
     members without a meeting is obtained, the company must give written notice
   of the authorization or consent to each member who gave written objection
   or from whom written objection was not required, except those members who
voted for, or consented to in writing, the proposed action.           

(5)  A member to whom the company was required to give notice who elects to     
  dissent must, within 20 days immediately following the date on which the
notice referred to in subsection (4) is given, give to the company a  
written notice of his decision to elect to dissent, stating           

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(a)  his name and address;                                                      

(b)  the number and classes or series of shares in respect of which he dissents;
and                                                                   

(c)  a demand for payment of the fair value of his shares;                      

and a member who elects to dissent from a merger under section 77 must give to  
the company a written notice of his decision to elect to dissent within 20 days 
immediately following the date on which the copy of the plan of merger or an    
outline thereof is given to him in accordance with section 77.                  

(6)  A member who dissents must do so in respect of all shares that he holds in 
the company.                                                                    

(7)  Upon the giving of a notice of election to dissent, the member to whom the 
notice relates ceases to have any of the rights of a member except the right to 
be paid the fair value of his shares.                                           

(8)  Within 7 days immediately following the date of the expiration of the      
period within which members may give their notices of election to dissent, or   
within 7 days immediately following the date on which the proposed action is put
into effect, whichever is later, the company or, in the case of a merger or     
consolidation, the surviving company or the consolidated company, must make a   
written offer to each dissenting member to purchase his shares at a specified   
price that the company determines to be their fair value; and if, within 30 days
immediately following the date on which the offer is made, the company making   
the offer and the dissenting member agree upon the price to be paid for his     
shares, the company shall pay to the member the amount in money upon the        
surrender of the certificates representing his shares.                          

(9)  If the company and a dissenting member fail, within the period of 30 days  
referred to in subsection (8), to agree on the price to be paid for the shares  
owned by the member, within 20 days immediately following the date on which the 
period of 30 days expires, the following shall apply:                           

(a)  the company and the dissenting member shall each designate an appraiser;   

(b)  the 2 designated appraisers together shall designate a third appraiser;    

(c)  the 3 appraisers shall fix the fair value of the shares owned by the       
dissenting member as of the close of business on the day prior to the date on   
which the vote of members authorizing the action was taken or the date on which 
written consent of members without a meeting was obtained, excluding any        
appreciation or depreciation directly or indirectly induced by the action or its
proposal, and that value is binding on the company and the dissenting member for
all purposes; and                                                               

(d)  the company shall pay to the member the amount in money upon the surrender 
by him of the certificates representing his shares.                             

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(10) Shares acquired by the company pursuant to subsection (8) or (9) shall be  
cancelled but if the shares are shares of a surviving company, they shall be    
available for reissue.                                                          

(11) The enforcement by a member of his entitlement under this section excludes 
the enforcement by the member of a right to which he might otherwise be entitled
by virtue of his holding shares, except that this section does not exclude the  
right of the member to institute proceedings to obtain relief on the ground that
the action is illegal.                                                          

Ord. 10/1990 (12)Only subsections (1) and (8) to (11) shall apply in the case of
a redemption of shares by a company pursuant to the provisions of section 81 and
in such case the written offer to be made to the dissenting member pursuant to  
subsection (8) shall be made within 7 days immediately following the direction  
given to a company pursuant to section 81 to redeem its shares.                 

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