Ever-Glory International Group/Inc · PRE 14C · For 5/20/03

Filed On 5/8/03 4:47pm ET   ·   SEC File 0-28806   ·   Accession Number 1021408-3-7261

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Information Statement                                 25    126K 

Document Table of Contents

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SCHEDULE 14C INFORMATION STATEMENT
 Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934

Check the appropriate box:                                                      
/ X /   Preliminary Information Statement                           
/  /  Definitive Information Statement                              

Andean Development Corporation
(Name of Registrant As Specified In Charter)

Not Applicable
 (Name of Person(s) Filing the Information Statement if other than Registrant)

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

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

Common Stock,  $.0001 par value                 

2) Aggregate number of securities to which transaction applies: 

2,820,100 shares of Common Stock                

   3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:                             

4) Proposed maximum aggregate value of transaction:             

/__/ 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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ANDEAN DEVELOPMENT CORPORATION
1224 Washington Avenue
Miami Beach, Florida 33139
305-866-3360
 Notice of Written Consent of Shareholders
May ____, 2003

Shareholders of Andean Development Corporation:                                 

     This Information Statement is being furnished to stockholders of Andean
Development Corporation, a Florida corporation (the "Company"), pursuant to the 
requirements of Regulation 14C under the Securities Exchange Act 1934, as       
amended (the "Exchange Act"), in connection with an action by written consent,  
dated May ____, 2003, of the majority of the stockholders of the Company in lieu
of the Annual Meeting of Stockholders of the Company for the year ended December
31, 2002 (the "Written Consent");                                               

    Management of the Company is utilizing the Written Consent in order to
reduce the expenses and demands on the Company's executives' time necessitated  
by the holding of a meeting of stockholders, since the only business of such a  
meeting would be:                                                               

(1) To elect three members to the Company's Board of Directors to hold
officeuntil the Company's Annual Meeting of Shareholders in 2003 or until their 
successors are duly elected and qualified;                                      

(2) To ratify the appointment of Spear, Safer, Harmon & Co., as the   
Company's independent certified public accountants for the fiscal year ending   
December 31, 2003;                                                              

    (3) To effect a 1-for-10 reverse stock split of our issued and outstanding
Common Stock and a corresponding decrease in the number of authorized shares of 
our Common Stock;                                                               

  (4) To amend our Articles of Incorporation to increase of our authorized
number of shares of Common Stock (post split) from 2,000,000 to 50,000,000;     

(5) Approve the sale of substantially all our assets and assumption of
almost all of our liabilities by Pedro Pablo Errazuriz; and                     

    (6) To transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.                                            

    The Company's major stockholder, Pedro Pablo Errazuriz, the beneficial
owner of approximately 53.6% of the issued and outstanding shares of the        
Company's $.0001 par value common stock (the "Common Stock") has voted for      
management's nominees for election as Directors, for the ratification of the    
appointment of Spear, Safer, Harmon & Co., as the Company's independent         
certified public accountants, for the 1-for-10 reverse stock split of our issued
and outstanding Common Stock and a corresponding decrease in the number of      
authorized shares of our Common Stock, amend our Articles of Incorporation to   
increase of our authorized number of shares of Common Stock (post split) from   
2,000,000 to 50,000,000 and for the sale of substantially all the               

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assets. The Company has received the executed Written Consent from Pedro Pablo  
Errazuriz, effective on May ____, 2003. A complete summary of each of these     
matters is set forth herein.                                                    

   Stockholders of record at the close of business on May ____, 2003 are
being furnished copies of this Information Statement. This Information Statement
is being mailed to the stockholders of the Company, commencing on or about May  
_____, 2003.                                                                    

   Accordingly, all necessary corporate approvals in connection with the
matters referred to herein have been obtained, and this Information Statement is
furnished solely for the purpose of informing stockholders, in the manner       
required under the Exchange Act, of these corporate actions.                    

    This information statement is circulated to advise the shareholders of
action already approved by written consent of the shareholders who collectively 
hold a majority of the voting power of our capital stock. Pursuant to Rule 14c-2
under the Securities Exchange Act of 1934, as amended, the proposals will not be
effective until 20 days after the date this Information Statement is mailed to  
the shareholders. Therefore, this Information Statement is being sent to you for
informational purposes only.                                                    

     This Information Statement will serve as written notice to shareholders
pursuant to Section 607.0704 of the Florida Business Corporation Act.           

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

STOCKHOLDER APPROVAL PREVIOUSLY OBTAINED

    As of May ____, 2003, the Company had 2,820,100 issued and outstanding
shares of Common Stock, each of which is entitled to one vote on any matter     
brought to a vote of the Company's stockholders. By written consent in lieu of a
meeting, dated May ____, 2003, the majority of stockholders:                    

(1) Elected three members to the Company's Board of Directors to hold 
office until the Company's Annual Meeting of Shareholders in 2003 or until their
successors are duly elected and qualified;                                      

(2) Ratified the appointment of Spear, Safer, Harmon & Co., as the    
Company's independent certified public accountants for the fiscal year ending   
December 31, 2003;                                                              

   (3) Effected a 1-for-10 reverse stock split of our issued and outstanding
Common Stock and a corresponding decrease in the number of authorized shares of 
our Common Stock;                                                               

    (4) Effected the amendment to our Articles of Incorporation to increase of
our authorized number of shares of Common Stock (post split) from 2,000,000 to  
50,000,000; and                                                                 

 (5) Approved the sale of substantially all our assets and assumption of
almost all of our liabilities by Pedro Pablo Errazuriz.                         

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    Such action by written consent is sufficient to satisfy the applicable
requirements of Florida law. Accordingly, the stockholders will not be asked to 
take action on the matters listed at any future meeting.                        

CURRENT INFORMATION REGRDING THE COMPANY

The following is a description of the current operations of the Company.        

BACKGROUND                                                                      

       The Company was incorporated as a Florida corporation on October 19, 1994
under the name "Igenor U.S.A., Inc." On January 10, 1995, the Company changed   
its name to "Andean Development Corporation." The Company undertook a           
reorganization upon the closing of its November 1996 initial public offering,   
but which was given effect as of December 31, 1994, whereby AE&A and INA became 
majority owned (99.99%) subsidiaries of the Company pursuant to share exchange  
agreements. Chilean corporate law requires that a Chilean corporation have no   
less than two different shareholders at any given time and thus, one share of   
INA is owned by AE&A and one share of AE&A is owned by INA.                     

       AE&A was organized on February 28, 1991, in Santiago, Chile, as a Chilean
limited partnership under the name "Errazuriz y Asociados Ingenieros Limitada." 
On September 21, 1994, AE&A was reorganized as a Chilean corporation and its    
name was changed to "Errazuriz y Asociados Ingenieros S.A."                     

 INA was organized on June 11, 1986, in Santiago, Chile as a Chilean
limited partnership under the name "Ingenieria Norconsult Andina Limitada."     
Initially INA was a joint venture between Norconsult SA, a worldwide engineering
consulting company based in Oslo, Norway ("Norconsult") and Errazuriz y         
Asociados Arquitectos S.A. ("EAA"). Norconsult subsequently sold its            
participation to Igenor Ingenierie et Gestion, S.A., a Swiss corporation        
("Igenor"). On September 15, 1994, pursuant to Chilean law, INA was reorganized 
from a limited partnership to a Chilean corporation, and its name was changed to
"Igenor Andina S.A." In 2000, EAA sold its interests to INA.                    

The Company was also the majority owner (83.6%) of a non-operating
subsidiary, Consonni USA, Inc. ("Consonni USA"), the assets of which consist of 
cash and notes receivables. On December 31, 2003, the Company exchanged its     
holdings in Consonni USA for the assets and liabilities of Consonni USA, such   
assets consisting of the balance of a promissory note payable in the principal  
outstanding amount of $552,000 with six remaining payments of approximately     
ninety two thousand U.S. dollars (U.S. $92,000) payable June 30 and January 31  
of each year.                                                                   

 On August 31, 2001, the Company extended the expiration date of its
Redeemable Common Stock Purchase Warrants (the "Warrants") from November 13,    
2001 to November 13, 2003. The Company originally issued the Warrants in        
connection with a stock offering on Registration Statement Form SB-2 (SEC File  
No. 333-90696) which was declared effective by the Securities and Exchange      
Commission on November 13, 1996.                                                

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HISTORY                                                                         

Since the inception of INA in 1986, the Company has expanded its  
engineering and project management activities to the sale of equipment,         
commercial work and to support of manufacturers or international consortiums in 
the sale of large turnkey projects. Following its November 1996 initial public  
offering, the Company diversified its business. Pursuant to the Company's       
initial business plan, and consistent with the strategy that the Company        
initiated in 1996 of investing in businesses that should provide a steady cash  
flow to compensate the irregularity of the incomes of its core business, the    
Company purchased interests in related and unrelated businesses. For example, in
1997 the Company purchased an interest in Ingesis S.A., an engineering company  
specializing in software and in Negociaciones y Servidumbre, S. A., an          
engineering company specializing in evaluations and negotiations of land needed 
for infrastructure projects; in 1998 the Company purchased an interest in       
Construcciones Electromecanicas Consonni, S.A. ("Consonni"), a manufacturing    
facility of industrial electric equipment. While not related to the core        
business, the Company also diversified by purchasing an equity position in a    
winery in 1997 and in a vineyard in 1998. The purpose of this equity            
participation in those companies was to create in the medium term a steady cash 
flow, an increase in the net revenues and, in general, to expand and diversify  
the Company's business.                                                         

      While the Company generated some revenues from 1999 and 2002, due to the
impact of adverse economic conditions in the core business segment, the core    
business incurred losses which were only partially compensated by the revenues  
obtained through Consonni USA.                                                  

This business structure did not achieve the intended results.     
Furthermore, shareholders of the Company expressed their objections to the      
diversification of the Company under the then current business structure. It was
difficult and costly to manage geographically and across separate and distinct  
markets. The legal and accounting expenses incurred in order to comply with     
federal securities became excessive and while Consonni USA generated revenues,  
it failed to achieve the level of profitability that offset the additional costs
and management time that was required.                                          

ECONOMIC OVERVIEW                                                               

     The costs associated with the ongoing operations of the Company made it
exceedingly difficult to achieve profitability in the business, which resulted  
in continuing losses. As a result those ongoing operating losses and expenses,  
the Company had a significant working capital deficit, negative stockholder's   
equity, and almost no remaining cash. The sums owed to the Company from third   
parties, particularly the payments on the balance of a promissory note payable  
assumed in the sale of the interests of Consonni USA, are in arrears and their  
collection is in doubt. The Company does not have the funds to pursue any legal 
action to collect such sums outstanding. In fiscal 2002, the Company experienced
a net loss of ($1,691,307), an increase of $1,286,952 over the loss of          
($404,355) in 2001. In the first quarter of fiscal 2003, the Company experienced
a net loss of __________. The Company does not anticipate any increased revenues
in the core business in 2003. As a consequence, the majority shareholder, CEO   
and Director, Pedro Pablo Errazuriz, determined, with the unanimous support of  
the Company's Board of Directors, that the shareholders of the Company would be 
better served from the acquisition of another business with the ultimate goal of
establishing a more liquid public market for its common stock. In order to      
facilitate such a transaction the Board has determined that the capitalization  
structure of the Company should be simplified and the Company should divest     
itself of its assets and liabilities. No assurances can be given such an        
acquisition will be achieved. On March 31, 2003, Pedro Pablo Errazuriz agreed to

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assume all the assets and most of the liabilities (except for liabilities up to 
$57,000) of the Company in exchange for accommodating the transfer of 1,450,000 
shares of Common Stock owned by entities controlled by Pedro Pablo Errazuriz to 
________________. The transaction shall be effective on or before May 31, 2003. 
As a consequence, the Company currently has no assets or material liabilities.  

NASD OTC Market                                                                 

    Following the Company's initial public offering of its common stock, par
value $.0001 ("Common Stock"), and redeemable common stock purchase warrants    
("Warrants") on October 29, 1996, the Company's Common Stock and Warrants were  
traded principally on the National Association of Security Dealers Automatic    
Quotation - Small Cap Market System under the symbols "ADCC" and "ADCCW",       
respectively. On March 15, 2000, the Nasdaq Listing Qualifications Panel        
delisted the Company's securities from the Nasdaq SmallCap Market. The          
securities were then listed on the NASD over-the-counter Electronic Bulletin    
Board until May 15, 2000. On May 15, 2000, the securities were delisted from the
over-the-counter Bulletin Board and the securities currently are listed on the  
"pink sheets." On May 5, 2003, in preparation for a potential acquisition, the  
Company was listed again on the NASD over-the-counter Electronic Bulletin Board.

  The following table sets forth the high and low bid quotations for the
Common Stock and Warrants for the periods indicated, as reported by NASDAQ or as
reflected in the "pink sheets." These quotations reflect prices between dealers,
do not include retail mark-ups, markdowns or commissions and may not necessarily
represent actual transactions.                                                  

                    Common Stock                    Warrants
                     ------------------            -----------------
Period                 High       Low               High        Low 
------               -------     ------            ------      -----
Quarter ended on:                                                               
March 31, 2000             1-11/16     1-/32             10/32       3/32       
June 30, 2000              1-1/32        3/16             5/8        1/128      
September 30, 2000           5/8         3/8              1/128      1/128      
December 31, 2000            19/32       3/16             1/128      1/128      
March 31, 2001               $.25        $.14             10/32       3/32      
June 30, 2001                $.14        $.10             5/8        1/128      
September 30, 2001           $.14        $.06             1/128      1/128      
December 31, 2001            $.12        $.04             1/128      1/128      
March 31, 2002               $.04        $.04             1/128      1/128      
June 30, 2002                $.04        $.04             1/128      1/128      
September 30, 2002           $.04        $.04             1/128      1/128      
December 31, 2002            $.04        $.04             1/128      1/128      
March 31, 2003               $.04        $.04             1/128      1/128      

As of May ____, 2003, no price has been established on the NASD     
over-the-counter Electronic Bulletin Board.                                     

In 1997, the Company declared dividends of $.10 per share which     
approximated $282,000. In December 1997, the Company paid $137,000 of the       
$282,000. The balance was paid on January 31,                                   

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1998. Also during 1998, the Company declared dividends of $.20 per share to be  
paid in four installments on dates to be determined by the Board of Directors of
the Company. During July 1999, the first installment was paid ($.05 per share). 
On March 30, 2001, the board of directors of the Company eliminated the payment 
of the accrued dividends still outstanding of approximately $423,000, due to the
decline in the financial condition of the Company from the dates the dividends  
were declared.                                                                  

    The Company's Common Stock is listed on the NASD OTC Electronic Bulletin
Board under the symbol "HVAR." As of March 21, 2003, the high and low bid prices
for the Common Stock as reported on the Electronic Bulletin Board was $0.001 and
$0.001 respectively, which reflects inter dealer prices without retail mark-up, 
mark down or commissions and may not represent actual transactions. The Company 
has not declared or paid any cash dividends on the Common Stock.                

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

      The following table sets forth, as of May ____, 2003, the number of shares
of Common Stock which were owned beneficially by (i) each person who is known by
the Company to own beneficially more than 5% of its Common Stock, (ii) each     
director, (iii) each executive officer and (iv) all directors and executive     
officers as a group. As of May _____, 2003, there were 2,820,100 shares issued  
and outstanding.                                                                

NAME AND ADDRESS                          AMOUNT OF           PERCENT           
OF BENEFICIAL OWNER(1)                   BENEFICIAL             OF              
                              OWNERSHIP(2)         CLASS (3)

------------------------------------------------------------------------        
Alberto Coddou(4) ......................          0               *             
Pedro Pablo Errazuriz(5)(7) ............  1,511,500             53.6%           
Sergio Jimenez .........................          0                0%           
Jose Luis Yrarrazaval ..................     11,450               *             

All directors and executive officers                                            
as a group (4 persons) .................  1,522,950             54. %           
Igenor, Ingenierie et Gestion, S. A.(7).  1,425,000             50.5%           
Berta Dominguez(6)(8) ..................  1,425,000             50.5%           

___________________                                                             
*Less than one percent.                                                         

(1)  Unless otherwise indicated, the address of each beneficial owner is Avenida
Americo Vespucio Sur #100, Piso 16, Las Condes Santiago, Chile.                 

(2)  A person is deemed to be the beneficial owner of securities that can be    
acquired by such person within 60 days from the date hereof. Based on 2,820,100 
shares issued and outstanding as of the date hereof.                            

(3)  Based on 2,820,100 issued and outstanding as of the date hereof.           

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(4)  Mr. Coddou's address is Santa Lucia 280-OF.12, Santiago, Chile.            

(5)  Includes 1,450,000 shares of Common Stock owned by Igenor, Ingenierie et   
Gestion, S.A., a Swiss corporation ("Igenor") of which Mr. Pedro Pablo Errazuriz
owns 50% the outstanding capital stock. Also includes 86,500 shares of Common   
Stock owned directly by Mr. Pedro Pablo Errazuriz .                             

(6)  The principal shareholders of Igenor are Mr. Pedro P. Errazuriz (50%), the 
Chairman of the Company's Board of Directors; Mrs. Berta Dominguez (49.50%), the
wife of Mr. Pedro P. Errazuriz; Mr. Pedro Pablo Errazuriz Dominguez, a son of   
Mr. Pedro P. Errazuriz and Mrs. Berta Dominguez (0.25%); and Pierre Yves        
Montavon (0.25%), an unrelated third party. The address for this company is c/o 
Etude Montavan-Mermier, 22, rue Etienne Dumont, 1211 Geneve 3, Switzerland.     

(7)  Consists of 1,425,000 shares of Common Stock owned by Igenor, of which Mrs.
Berta Dominguez owns 49.50% of the outstanding capital stock. Mrs. Berta        
Dominguez is the wife of Mr. Pedro P. Errazuriz, the Company's Chairman of the  
Board of Directors.                                                             

EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS

      The following table sets forth compensation awarded to, earned by or
paid to the Company's Chief Executive Officer.                                  

SUMMARY COMPENSATION TABLE

                                                                [Download Table]

NAME AND                                                       OTHER ANNUAL 
PRINCIPAL POSITION           YEAR      SALARY     BONUS        COMPENSATION 
------------------------     ----     --------   -------      --------------
                                                                            
Pedro P. Errazuriz           2002      $ 0.00     $ 0.00      $   20,000.00*
   President                 2001      $ 0.00     $ 0.00      $   20,000.00*
   Chief Executive Officer   2000      $ 0.00     $ 0.00      $   20,000.00*
   Chairman                                                                 

* This is allocated to an annual automobile allowance         

INCENTIVE AND NON-QUALIFIED STOCK OPTION PLANS                                  

       Pursuant to the Company's Stock Option Plan (the "Stock Option Plan")
and Directors Stock Option Plan (the "Directors Plan"), 175,000 shares of Common
Stock and 75,000 shares of Common Stock, respectively, are reserved for issuance
upon exercise of options. The Plans are designed to serve as an incentive for   
retaining qualified and competent employees and directors. Both the Stock Option
Plan and the Directors Plan apply to Andean Development Corporation and each of 
its subsidiaries. Only non-employee directors are eligible to receive options   
under the Directors Plan.                                                       

       The Company's Board of Directors, or a committee thereof, administers
and interprets the Stock Option Plan and is authorized to grant options         
thereunder to all eligible employees of the                                     

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Company, including officers and directors (whether or not employees) of the     
Company. The Stock Option Plan provides for the granting of "incentive stock    
options" (as defined in Section 422 of the Internal Revenue Code), non-statutory
stock options and "reload options." Options may be granted under the Stock      
Option Plan on such terms and at such prices as determined by the Board, or a   
committee thereof, except that in the case of an incentive stock option granted 
to a 10% shareholder, the per share exercise price will not be less than 110% of
such fair market value. The aggregate fair market value of the shares covered by
incentive stock options granted under the Plans that become exercisable by a    
grantee for the first time in any calendar year is subject to a $100,000 limit. 

      The purchase price for any option under the Stock Option Plan may be
paid in cash, in shares of Common Stock or such other consideration that is     
acceptable to the Board of Directors or the committee thereof. If the exercise  
price is paid in whole or in part in Common Stock, such exercise may result in  
the issuance of additional options, known as "reload options," for the same     
number of shares of Common Stock surrendered upon the exercise of the underlying
option. The reload option would be generally subject to the same provisions and 
restrictions set forth in the Stock Option Plan as the underlying option except 
as varied by the Board of Directors or the committee thereof. A reload option   
enables the optionee to ultimately own the same number of shares as the optionee
would have owned if the optionee had exercised all options for cash.            

       Options granted under the Stock Option Plan are exercisable after the
period or periods specified in the option agreement, and options granted under  
the Directors Plan are exercisable immediately. Options granted under the Plans 
are not exercisable after the expiration of five years from the date of grant   
and are not transferable other than by will or by the laws of descent and       
distribution. The Plans also authorize the Company to make loans to optionees to
enable them to exercise their options.                                          

No options have been issued under either plan.                

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ANNUAL MEETING
 ACTIONS TO BE TAKEN

ELECTION OF DIRECTORS 

    The following table sets forth certain information with respect to
persons elected to the Board of Directors of the Company by the Written Consent:

                                                                [Download Table]

       NAME              AGE            POSITION 
       ----              ---            -------- 
                                                 
Allan Weiss              64              Director
John Azzolini            43              Director
Rachael Hodyno           26              Director

Allan Weiss has been in semi-retirement for the past several years after a      
history of successful business enterprises. From January 1995 to the present he 
has acted as a consultant to several clothing manufacturers in Canada and the   
United States while residing in Florida. From 1979 through 1994 he was the sole 
shareholder and president of Pret a Portrait Ltd. a design and marketing firm   
involved in the clothing industry in Montreal, Quebec. From 1977 through 1979 he
was involved with the importation and manufacture of women's and children's     
clothing, headquartered in Montreal. From 1973 through 1977 Mr. Weiss was       
president of Rallan Industries Inc., Vancouver, BC, a firm that manufactured and
distributed chemical products. During that same period of time he also served as
sole proprietor of Airway Carpet Service, specializing in serving the airline   
industry. From 1960 to 1973 Mr. Weiss was a partner in Myra Juniors, a Montreal 
based dress manufacturer.                                                       

John Azzolini has been the owner and President of RMC Custodial Services since  
1997, it is one of the larger commercial cleaning company's in Calgary, Canada. 
Mr. Azzolini's commercial acumen and business associations will augment the     
business expertise and transaction opportunities of the Company's management    
team.                                                                           

Rachael Hodyno has been the operation manager of David Sirieix, Inc., a New York
full service advertising agency since December, 1999. From November, 1998 to    
December, 1999, Rachael Hodyno has been a research assistant for Prospec        
Tracking, Inc., a Hamilton Ontario information gathering firm. Rachael Hodyno   
received a Bachelor of Arts at McMaster University (Combined Honors, History and
Classical Studies) I Hamilton, Ontario, Canada.                                 

       Directors are elected at the Company's annual meeting of shareholders
and serve for one year until the next annual shareholders' meeting or until     
their successors are elected and qualified. Officers are elected by the Board of
Directors and their terms of office are at the discretion of the Board. All of  
the Company's executive officers are full-time employees of the Company. The    
past Board of Directors have had no disagreements with the Company on any matter
relating to the Company's operations, policies or practices.                    

COMMITTEES OF THE BOARD OF DIRECTORS                                            

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       Upon the effective date of this Information Statement, expected to be
on or about May ___, 2003, the incoming Board of Directors shall appoint members
to the Audit Committee, Compensation and Investment Committee, Nominating       
Committee, Employee Stock Option Committee, and the Directors Stock Option      
Committee. Prior to the effective date, the members of these committees         
consisted of Jose Luis Yrarrazaval, Alberto Coddou and Sergio Jimenez. Messrs.  
Coddou and Jimenez are considered by the Company to be independent directors.   

      The principal functions of the Audit Committees are to recommend the
annual appointment of the Company's auditors concerning the scope of the audit  
and the results of their examination, to review and approve any material        
accounting policy changes affecting the Company's operating results and to      
review the Company's internal control procedures. The Investment and            
Compensation Committee reviews and recommends investments, compensation and     
benefits for the executives of the Company. The Nominating Committee seeks out  
qualified persons to act as members the Company's Board of Directors. The       
Employee Stock Option Committee and the Directors Stock Option Committee        
administer and interpret the Company Stock Option Plan and the Directors Stock  
Option Plan and are authorized to grant options pursuant to the terms of these  
plans.                                                                          

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934            

   Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company directors and executive officers, and persons who own 
more than ten percent (10%) of the Company's outstanding common stock, file with
the Securities and Exchange Commission (the "Commission") initial reports of    
ownership and reports of changes in ownership of Common Stock. Such persons are 
required by the Commission to furnish the Company with copies of all such       
reports they file. The Company's knowledge, based solely on a review of the     
copies of such reports furnished to the Company and written representation, all 
of the Section 16(a) filing requirements applicable to its officers, directors  
and greater than 10% beneficial owners have been satisfied.                     

        The affirmative vote of a majority of the stockholders has elected Allan
Weiss, John Azzolini and Rachael Hodyno to hold office until the Company's      
Annual Meeting of Stockholders in 2004 or until their successors are duly       
elected and qualified.                                                          

RATIFICATION OF AUDITORS

         The Board of Directors has appointed Spear, Safer, Harmon & Co., as the
Company's independent certified public accountants for the fiscal year ending   
December 31, 2003. Spear, Safer, Harmon & Co., was the independent public       
auditor of the Company for the fiscal year ended December 31, 2002. The         
affirmative vote of a majority of the stockholders has ratified the appointed   
votes of Spear, Safer, Harmon & Co. as the Company's independent public auditor.

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DECREASE THE NUMBER OF ISSUED AND AUTHORIZED SHARES OF COMMON STOCK AND AMEND 
THE ARTICLES OF INCORPORATION TO DECREASE THE NUMBER OF 
 AUTHORIZED SHARES OF COMMON STOCK

General                                                                         

       The majority shareholder approved resolutions to effect a one-for-ten
reverse stock split. Under this reverse stock split each ten shares of our      
Common Stock will be converted automatically into one share of Common Stock. To 
avoid the issuance of fractional shares of Common Stock, the Company will round 
the stock up in lieu of issuing a fraction share. The effective date of the     
reverse stock split will be May ______, 2003.                                   

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR 
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE    
ROUNDING UP OF FRACTIONAL SHARES.                                               

Purpose and Material Effects of the Reverse Stock Split                         

      The majority shareholder believes that, among other reasons, the low
price for our Common Stock and number of shares of our Common Stock outstanding 
have contributed to a lack of investor interest in the Company and has made it  
difficult to attract new investors and potential business candidates. The       
majority shareholder had proposed the Reverse Stock Split as one method to      
attract business opportunities in the Company.                                  

           When a company engages in a reverse stock split, it substitutes one
share of stock for a predetermined amount of shares of stock. It does not       
increase the market capitalization of the company. An example of a reverse split
is the following. For example, a company has 3,000,000 shares of common stock   
outstanding. Assume the market price is $.001 per share. Assume that that       
company declares a 1 for 10 reverse stock split. After the reverse split, that  
company will have 1/10 as many shares outstanding or 300,000 shares outstanding.
The stock will have a market price of $0.30. If an individual investor owned    
30,000 shares of that company before the split at $.01 per share, he will own   
300 shares at $1.00 after the split. In either case, his stock will be worth    
$300. He's no better off before or after. Except that such company hopes that   
the higher stock price will make that company look better and thus more         
investors will purchase the stock and the stock price will rise as more people  
buy it and that company will be a more attractive merger target for potential   
business. There is no assurance that that company's stock will rise in price    
after a reverse split or that a suitable merger candidate will emerge.          

        We believe that the Reverse Stock Split may improve the price level of
our Common Stock and that the higher share price could help generate interest in
the Company among investors and other business opportunities. However, the      
effect of the reverse split upon the market price for our Common Stock cannot be
predicted, and the history of similar stock split combinations for companies in 
like circumstances is varied. There can be no assurance that the market price   
per share of our Common Stock after the reverse split will rise in proportion to
the reduction in the number of shares of Common Stock outstanding resulting from
the reverse split. The market                                                   

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price of our Common Stock may also be based on our performance and other        
factors, some of which may be unrelated to the number of shares outstanding.    

     The reverse split will affect all of our shareholders uniformly and
will not affect any shareholder's percentage ownership interests in the Company 
or proportionate voting power, except to the extent that the reverse split      
results in any of our shareholders owning a fractional share. In lieu of issuing
fractional shares, shareholders will receive a cash payment equal to the fair   
market value of the common stock multiplied by their fractional share interest, 
and the fractional share will be cancelled.                                     

       The principal effect of the reverse split will be that (a) the number
of shares of Common Stock issued and outstanding will be reduced from 2,82,100  
shares as of May ___, 2003 to approximately 282,010 shares (depending on the    
number of fractional shares that are rounder up), (b) all outstanding warrants  
entitling the holders thereof to purchase shares of Common will enable such     
holders to purchase or convert, upon exercise of their options or conversion of 
their preferred, as the case may be, up to one-tenth of the number of shares of 
Common Stock which such holders would have been able to purchase upon exercise  
of their options or conversion of their preferred, as the case may be           
immediately preceding the reverse split at an exercise price equal to three     
hundred times the exercise or conversion price specified before the reverse     
split, resulting in the same aggregate price being required to be paid therefor 
upon exercise thereof immediately preceding the reverse split, and (c) the      
number of shares reserved for issuance in each of our stock option plans will be
reduced to one tenth of the number of shares currently included in each such    
plan.                                                                           

         The reverse split will not affect the par value of our Common Stock. As
a result, on the effective date of the reverse split, the stated capital on our 
balance sheet attributable to our Common Stock will be reduced to up to one     
tenth of its present amount, and the additional paid-in capital account shall be
credited with the amount by which the stated capital is reduced. The per share  
net income or loss and net book value of our Common Stock will be increased     
because there will be fewer shares of our Common Stock outstanding.             

         The reverse split will not change the proportionate equity interests of
our shareholders, nor will the respective voting rights and other rights of     
shareholders be altered, except for possible immaterial changes due to the      
rounding up of fractional shares. The Common Stock issued pursuant to the       
reverse split will remain fully paid and non-assessable. The reverse split is   
not intended as, and will not have the effect of, a "going private transaction" 
covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will        
continue to be subject to the periodic reporting requirements of the Securities 
Exchange Act of 1934.                                                           

    Shareholders should recognize that they will own a fewer number of
shares than they presently own (a number equal to the number of shares owned    
immediately prior to the filing of the certificate of amendment divided by one  
tenth). While we expect that the reverse split will result in an increase in the
market price of our Common Stock, there can be no assurance that the reverse    
split will increase the market price of our Common Stock by a multiple equal to 
the exchange number or result in the permanent increase in the market price     
(which is dependent upon many factors, including our performance and prospects).
Also, should the market price of our Common Stock decline, the percentage       
decline as an absolute number and as a percentage of our overall market         
capitalization may be greater than would pertain in the absence of a reverse    
split. Furthermore, the possibility exists that liquidity in the market price of
our Common Stock                                                                

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could be adversely affected by the reduced number of shares that would be       
outstanding after the reverse split. In addition, the reverse split will        
increase the number of shareholders of the Company who own odd lots (less than  
100 shares). Shareholders who hold odd lots typically will experience an        
increase in the cost of selling their shares, as well as possible greater       
difficulty in effecting such sales. Consequently, there can be no assurance that
the reverse split will achieve the desired results that have been outlined      
above.                                                                          

Procedure for Exchange of Stock Certificates                                    

  The reverse split will become effective on May ____, 2003, which we will
refer to as the "effective date." Beginning on the effective date, each         
certificate representing pre-reverse split shares will be deemed for all        
corporate purposes to evidence ownership of post-reverse split shares.          

    Our transfer agent, ______________________, will act as exchange agent for
purposes of implementing the exchange of stock certificates and payment of      
fractional share interests. We refer to such person as the "exchange agent."    
Holders of pre-reverse split shares are asked to surrender to the exchange agent
certificates representing pre-reverse split shares in exchange for certificates 
representing post-reverse split shares in accordance with the procedures set    
forth in the letter of transmittal enclosed with this Information Statement.    
Although our exchange agent will be responsible for exchanging stock            
certificates, the Company is responsible for the payment in lieu of fractional  
interests. No new certificates will be issued to a shareholder until that       
shareholder has surrendered the shareholder's outstanding certificate(s)        
together with the properly completed and executed letter of transmittal.        

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY 
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.                                 

Fractional Shares                                                               

    We will not issue fractional certificates for post-reverse split shares in
connection with the reverse split. Instead, the Company will round up each      
fractional share.                                                               

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY 
CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.                                 

Summary of Reverse Stock Split                                                  

Below is a brief summary of the reverse stock split:                            

. The issued and outstanding Common Stock shall be reduced on the basis of
    one post-split share of the Common Stock for every ten pre-split shares of
the Common Stock outstanding. The consolidation shall not affect any  
    rights, privileges or obligations with respect to the shares of the Common
Stock existing prior to the consolidation.                            

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  . Stockholders of record of the Common Stock as of May ____, 2003 shall have
   their total shares reduced on the basis of one post-split share of Common
Stock for every 10 pre-split shares outstanding.                      

. As a result of the reduction of the Common Stock, the pre-split total of
     issued and outstanding shares of 2,820,100 shall be consolidated to a total
  of approximately 282,010 issued and outstanding shares (depending on the
number of fractional shares that are rounder up).                     

. The Company's authorized number of common stock shall be reduced from   
  20,000,000 shares of the Common Stock outstanding to 2,000,000 shares of
Common Stock outstanding.                                             

     This action has been approved by the written consents of the holders of the
majority of the outstanding voting capital stock of the Company.                

 AMEND THE ARTICLES OF INCORPORATION TO INCREASE NUMBER OF
AUTHORIZED SHARES AFTER THE REVERSE STOCK SPLIT 

Common Stock                                                                    

  The Company's authorized capital stock consists of 25,000,000 shares, of
which 20,000,000 shares are designated as Common Stock, $0001 par value,        
5,000,000 shares are designated as preferred stock, $0001 par value (the        
"Preferred Stock"). Currently, 2,820,100 shares of Common Stock are issued and  
outstanding and no shares of Preferred Stock are issued and outstanding. Owners 
of shares of Common Stock are entitled to one vote for each share they own at   
any shareholders' meeting. Holders of shares of Common Stock are entitled to    
receive such dividends as may be declared by the Company's Board of Directors   
out of funds legally available therefore, and upon liquidation are entitled to  
participate pro rata in a distribution of assets available for such a           
distribution to shareholders. There are no preemptive rights or privileges with 
respect to any shares of Common Stock. The Common Stock does not have cumulative
voting rights which means that the holders of more than 50% of the shares of    
Common Stock voting for election of the directors may elect all of the directors
if they choose to do so. In such event, the holders of the remaining shares of  
Common Stock aggregating less than 50% would not be able to elect any directors.

Increase Authorized Shares of Common Stock to Fifty Million Authorized Shares   

  A majority in interest of the shareholders believes that it is advisable
and in our best interest to have available additional authorized shares of our  
common stock in an amount adequate to provide for our future needs. In addition,
the increase in authorized shares is required to provide for the conversion and 
elimination of all the Preferred Stock. This will be achieved by increasing the 
number of authorized shares of our common stock from 2,000,000 (post split) to  
50,000,000. We may have future opportunities to engage in a private offering of 
our securities in order to raise                                                

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additional capital or to attract business opportunities using shares of our     
Common Stock as consideration. Currently, there are no definitive agreements    
respecting investment in the Common Stock or acquisition of another business.   
However, a majority in interest of the shareholders believes that the increase  
in the number of authorized shares of Common Stock is in our best interest and  
that of our shareholders because additional shares of Common Stock will provide 
us with the ability to raise additional capital through a private offering or   
use Common Stock as consideration for a business opportunity.                   

Because of our Board of Directors `s discretion in connection with an 
issuance of additional shares of our Common Stock, the Board of Directors may,  
under certain circumstances, possess timing and other advantages in responding  
to a tender offer or other attempt to gain control of us, which may make such   
attempts more difficult and less attractive. Any additional shares of Common    
Stock issued would have the same rights and privileges as the currently         
outstanding shares of Common Stock. For example, issuance of additional shares  
would increase the number of shares outstanding and could necessitate the       
acquisition of a greater number of shares by a person making a tender offer and 
could make such acquisition more difficult since the recipient of such          
additional shares may favor the incumbent management. Moreover, these advantages
give the Board of Directors the ability to provide any such holders with a veto 
power over actions proposed to be taken by the holders of our Common Stock. This
could have the effect of insulating existing management from removal, even if it
is in the best interest of the common shareholders.                             

   The issuance of any additional shares of our Common Stock would also have
the effect of diluting the equity interests of existing shareholders and the    
earnings per share of existing shares of Common Stock. Such dilution may be     
substantial, depending upon the number of shares issued. However, the majority  
shareholder believes that any additional investment or business opportunity,    
while diluting the equity interests of the shareholders, will enhance the       
current and future value of those shareholders' interests.                      

     This action has been approved by the written consents of the holders of the
majority of the outstanding voting capital stock of the Company.                

SALE OF ASSETS

 Despite the best efforts of management to reduce costs by significantly
decreasing operations during the previous two years, in fiscal 2002, we         
experienced a net loss of ($1,691,307), an increase of $1,286,952 over the loss 
of ($404,355) in 2001. In the first quarter of fiscal 2003, we experienced a net
loss of __________. As we have been unable to raise the required capital to     
continue our business in its present form, it became apparent to current        
management that in order to maximize the value of our common stock and          
ultimately maximize shareholder value, we would have to divest all of our       
operations and sell substantially all of our assets and acquire a new profitable
business.                                                                       

The Purchase Agreement                                                          

On May 5, 2003, we entered into a Purchase Agreement with Pedro Pablo Errazuriz,
who is our Chief Executive Officer and Chairman of the Board of Directors and   
majority shareholder, pursuant to which Pedro Pablo Errazuriz agreed to acquire 
all of our assets, properties and business in exchange for the assumption of    
certain of our liabilities. Under applicable Florida law, approval of the asset 
transfer requires the affirmative vote of a majority of the outstanding stock of
the                                                                             

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corporation entitled to vote thereon. The transfer was approved in writing by   
the holders of a majority of the shares of our then outstanding common stock in 
accordance with the provisions of Section 607.0704 of the Florida Business      
Corporation Act                                                                 

    At the time of the approval, the aggregate of shares of the Company voting
in favor of the transfer constituted over 50% of the then outstanding shares of 
common stock. As described below, the finalization of the transactions relating 
to the transfer of substantially all of our assets to Pedro Pablo Errazuriz is  
conditioned upon the filing with the Securities and Exchange Commission of this 
Information Statement. Therefore, the transactions relating to our asset        
transfer to Pedro Pablo Errazuriz are expected to be finalized 20 days after the
mailing of this Information Statement to our shareholders. Thus, the Purchase   
Agreement is expected to be effective on May _____, 2003.                       

     Shareholders who did not execute the written consent approving the Purchase
Agreement have no rights to vote on the Purchase Agreement but may exercise     
rights of appraisal granted to them by Florida law. See "Dissenters Rights".    
There are no federal regulations to be complied with in connection with this    
transaction and the approval of federal or state authorities is not required in 
order to effectuate the Purchase Agreement. The only act required to consummate 
the Purchase Agreement is the delivery of this Information Statement to the     
Company shareholders. Any shareholder who dissents from the Purchase Agreement  
may be entitled, if he or she complies with the provisions of the Florida Act   
regarding the rights of dissenting shareholders, to be paid the fair value of   
his or her shares. A copy of Sections 607.1301, 607.1302, and 607.1320 Florida  
Statutes, which set forth the rights of dissenting shareholders with respect to 
the Purchase Agreement, is enclosed as Appendix A.                              

     The financial statements in our Form 10-KSB for the year ended December 31,
2002 and the unaudited financial statements in our Form 10-QSB for the quarter  
ended March 31, 2003, indicate that the Company had negative working capital.   
Based upon the structure of the transaction set forth in the Purchase Agreement,
immediately following the closing of the transfer, we will retain no assets and 
no business and will retain no liabilities except for liabilities of $57,000.   
Pedro Pablo Errazuriz has agreed to assume any possible liabilities with respect
to certain heretofore unasserted claims against us. In light of the fact that   
subsequent to the closing we will not have any business or tangible assets with 
which to generate revenue, we will not have any means to satisfy our liabilities
or obligations unless and until the Company is able to raise additional capital 
or acquire a profitable business. We do not presently have any such plans and   
there can be no assurance that raising such capital or acquiring a new business 
will be possible. If new capital should become available or a profitable        
business is acquired by us, the acquisition is likely to result in immediate and
substantial dilution to our presently existing shareholders.                    

    We have not obtained a fairness opinion in connection with the sale of the
assets and assumptions of the liabilities. We did not believe that obtaining    
such an opinion would be an appropriate use of corporate funds. However, since  
our only actual assets consist primarily of outstanding obligations owed to us  
and management has been determined that such obligations are unlikely to be     
recovered without considerable cost and expense, and since we have limited      
revenues from the core business, it is in the best interests of our stockholders
to divest ourselves of the assets and liabilities and acquire a profitable      
revenue producing business that will result in value to our shareholders.       
Without such actions, management will not have the resources to continue our    
regulatory filings, resulting in even less value to the shareholders. There can 
be no assurances that this action will result in the acquisition of a profitable
revenue producing business.                                                     

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DISSENTER'S RIGHTS

THIS INFORMATION STATEMENT CONSTITUTES NOTICE OF DISSENTER'S RIGHTS TO
THE HOLDERS OF THE HAVANA REPUBLIC SECURITIES. IN ORDER TO EXERCISE   
YOUR RIGHTS TO DISSENT AND APPRAISAL, YOU MUST FOLLOW EACH AND EVERY  
INSTRUCTION HEREIN                                                    

     Each holder of the Company's Common Stock who dissents to the amendments to
the Articles of Incorporation and the sale of the assets of the Company and who 
satisfies certain other conditions is entitled to payment of the fair value of  
his or her shares, as set forth in Sections 607.1301, 607.1302 and 607.1320 of  
the Florida Act (the "Dissenters' Rights Statutes"). A copy of the Dissenters'  
Rights Statutes, together with certain 1997 amendments to such statutes are set 
forth in Appendix A hereto and are incorporated by reference herein.            

  The following is a summary of the Dissenters' Rights Statutes which sets
forth the procedures for dissenting from the amendments to the Articles of      
Incorporation, demanding payment of fair value and for the determination of fair
value. This summary is qualified in its entirety by reference to the full text  
of the Dissenters' Rights Statutes. THIS SUMMARY AND THE DISSENTERS' RIGHTS     
STATUTES SHOULD BE REVIEWED CAREFULLY BY ANY SHAREHOLDER WHO DESIRES TO EXERCISE
HIS OR HER STATUTORY RIGHTS AS A DISSENTER OR WHO DESIRES TO PRESERVE HIS OR HER
RIGHT TO DO SO, SINCE FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH IN THE    
DISSENTERS' RIGHTS STATUTES WILL RESULT IN THE LOSS OF DISSENTERS' RIGHTS.      

   Holders of the Company's Common Stock who desire to exercise their rights
as dissenters must satisfy all of the following conditions. Not later than 10   
days after the approval of the amendments to the Articles of Incorporation, the 
Company must deliver written notice of such approval to all shareholders,       
excepting any who consented in writing to the amendments to the Articles of     
Incorporation. Within 20 days after the date on which the Company delivers such 
written notice, any shareholder who elects to dissent must file with the Company
a notice of such election, stating his or her name and address, the number of   
shares as to which he dissents, and a demand for payment of the fair value of   
his or her shares (a "Dissent Election"). Any shareholder filing a Dissent      
Election must deposit his or her stock certificates with the Company            
simultaneously with filing the Dissent Election. Any shareholder failing to     
timely file such Dissent Election will be bound by the terms of the amendments  
to the Articles of Incorporation. A Dissent Election may be withdrawn at any    
time before an offer is made by the Company to pay for the dissenting shares, as
described below.                                                                

     Within 10 days after the expiration of the period in which shareholders may
file their Dissent Election, the Company is required to make a written offer to 
each dissenting shareholder who has timely filed a Dissent Election to pay the  
fair value of the dissenting shares. Such offer must be accompanied by certain  
financial information regarding the Company. Under the Dissenters' Rights       
Statues, "fair value" means the value of the shares as of the close of business 
on the day prior to the approval of the amendments to the Articles of           
Incorporation, excluding any appreciation or depreciation in anticipation of the
amendments to the Articles of Incorporation unless exclusion would be           
inequitable. If the Company's offer is accepted within 30 days after it is made,
the Company will pay for such dissenting shares within 90 days after the offer  
is made or the                                                                  

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Effective Date, whichever is later. Upon such payment, the dissenting           
shareholder will have no interest in such shares.                               

If the Company fails to make a written offer within the required time 
period or if such offer is not accepted within 30 days after it is made, the    
Company must file an action in a court of competent jurisdiction in Broward     
County, Florida requesting that the fair value of the dissenting shares be      
determined, upon receipt of a written demand from any dissenting shareholder    
given within 60 days of the Effective Date, and may file such action at its     
election during such 60 day period. If the Company fails to file such action,   
any dissenting shareholder may do so in the name of the Company.                

 A shareholder may assert dissenters' rights as to fewer than all of the
shares of the Company's Common Stock registered in his or her name.             

 THE COMPANY WILL NOT FURNISH ANY NOTICE TO SHAREHOLDERS OF THE DATES BY
WHICH SHAREHOLDERS MUST MAKE WRITTEN DEMAND, FURNISH STOCK CERTIFICATES OR TAKE 
ANY OTHER ACTION NECESSARY TO MAINTAIN THEIR RIGHTS AS DISSENTERS.              

Forward-Looking Statements                                                      

This Information Statement includes forward-looking statements. Such  
statements are identified by the use of forward-looking words or phrases        
including, but not limited to, "intended," "expects," "expected," "plans,"      
"anticipates," and "anticipated." These forward-looking statements are based on 
our current expectations. All statements other than statements of historical    
facts included in this Information Statement are forward-looking statements.    
Although we believe that these expectations are reasonable, there can be no     
assurance that such expectations will prove to have been correct. Since         
forward-looking statements involve risks and uncertainties, the actual results  
could differ materially. These forward-looking statements represent our judgment
as of the date of this Information Statement. All subsequent written or oral    
forward-looking statements attributable to us, or persons acting on behalf of   
either party, are expressly qualified in their entirety. We disclaim any intent 
or obligation to update their forward-looking statements.                       

MATERIAL INCORPORATED BY REFERENCE

     The audited balance sheets of the Company as of December 31, 2002, 2001 and
2000 and the related statements of operations, shareholders' equity (deficit)   
and cash flows for the three years ended December 31, 2002, are incorporated    
herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2002. The Company's unaudited consolidated balance      
sheets as of March 31, 2002, June 30, 2002, September 30, 2002, and March 31,   
2003, are incorporated herein by reference to the Company's Quarterly Reports on
Form 10-QSB for the quarter ended March 31, 2002, June 30, 2002, September 30,  
2002 and March 31, 2003 respectively. The Company's Annual Report on Form 10-KSB
for the year ended December 31, 2002 and the Company's Quarterly Reports on Form
10-QSB for the quarter ended March 31, 2002, June 30, 2002, September 30, 2002  
and March 31, 2003 respectively are incorporated herein by reference.           

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    The Company files annual, quarterly and special reports, proxy statements,
and other information with the Securities and Exchange Commission as is required
by the Securities Exchange Act of 1934. Shareholders may read and copy any      
reports, statements or other information we have filed at the SEC's Public      
Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. In 
addition, copies may be obtained (at prescribed rates) at the SEC's Public      
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the   
SEC's Regional offices at Northwestern Atrium Center, 500 West Madison Street,  
Suite 1400, Chicago, Illinois 60661 and 75 Park Place, Room 1228, New York, New 
York 10007. The Company filings are also available on the Internet on the SEC's 
website at www.sec.gov, and from commercial document retrieval services, such as
Primark, whose telephone number is 1-800-777-3272. The Company shall provide, at
no cost to the shareholder, the Company's Annual Report on Form 10-KSB for the  
fiscal year ended December 31, 2002.                                            

Additional Information

    If you have any questions about the actions described above, you may
contact Joseph I. Emas, 1224 Washington Avenue, Miami Beach, Florida 33139.     

 SIGNATURE

   Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.                                         

By Order of the Board of Directors                                              

/s/ Pedro Pablo Errazuriz 
                      ------------------------------------------------
                    Pedro Pablo Errazuriz, Chief Executive Officer

May _____, 2003                                                                 

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APPENDIX A

SHAREHOLDER DISSENTER'S RIGHTS

 DISSENTERS' RIGHTS STATUTES

  /1/607.1301 Dissenters' rights; definitions.-The following definitions
apply to (S)(S)607.1302 and 607.1320;                                           

 (1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action of the surviving or acquiring           
corporation by merger or share exchange of that issuer.                         

      (2) "Fair value," with respect to a dissenter's shares, means the value of
the shares as of the close of business on the day prior to the shareholders'    
authorization date, excluding any appreciation or depreciation in anticipation  
of the corporate action unless exclusion would be inequitable.                  

(3) "Shareholders' authorization date" means the date on which the  
shareholders' vote authorizing the proposed action was taken, the date on which 
the corporation received written consents without a meeting from the requisite  
number of shareholders in order to authorize the action, or, in the case of a   
merger pursuant to (S) 607.1104, the day prior to the date on which a copy of   
the plan of merger was mailed to each shareholder of record of the subsidiary   
corporation.                                                                    

/1/607.1302 Right of shareholders to dissent.-                      

   (1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his shares in the event of any of the       
following corporate actions:                                                    

          (a) Consummation of a plan of merger to which the corporation is a
party:                                                                          

                   1. If the shareholder is entitled to vote on the merger, or

                 2. If the corporation is a subsidiary that is merged with
its parent under (S) 607.1104, and the shareholders would have been entitled to 
vote on action taken, except for the applicability of (S) 607.110.4;            

            (b) Consummation of a sale or exchange of all, or substantially all,
of the property of the corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange        
pursuant to (S) 607.1202, including a sale in dissolution but not including a   
sale pursuant to court order or a sale for cash pursuant to a plan by which all 
or substantially all of the net proceeds of the sale will be distributed to the 
shareholders within 1 year after the date of sale;                              

            (c) As provided in (S) 607.0902(11), the approval of a control-share
acquisition;                                                                    

 (d) Consummation of a plan of share exchange to which the
corporation is a party as the corporation the share of which will be acquired,  
if the shareholder is entitled to vote on the plan;                             

 (e) Any amendment of the articles of incorporation if the
shareholder is entitled to vote on the amendment and if such amendment would    
adversely affect such shareholder by:                                           

______________________                                                          
/1/Effective July 1. 1990.                                          

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                   1. Altering or abolishing any preemptive rights attached to
any of his shares;                                                              

                 2. Altering or abolishing the voting rights pertaining to
any of his shares, except as such rights may be affected by the voting rights of
new shares then being authorized of any existing or new class or series of      
shares;                                                                         

                  3. Effecting an exchange, cancellation or reclassification
of any of his shares, when such exchange, cancellation, or reclassification     
would alter or abolish his voting rights or alter his percentage of equity in   
the corporation, or effecting a reduction or cancellation of accrued dividends  
or other arrearages in respect to such shares,                                  

             4. Reducing the stated redemption price of any of his
redeemable shares, altering or abolishing any provision relating to any sinking 
fund for the redemption or purchase of any of his shares, or making any of his  
shares subject to redemption when they are not otherwise redeemable;            

                  5. Making noncumulative, in whole or in part, dividends of
any of his preferred shares which had theretofore been cumulative;              

                6. Reducing the stated dividend preference of any of his
preferred shares; or                                                            

                    7. Reducing any stated preferential amount payable on any of
his preferred shares upon voluntary or involuntary liquidation; or              

    (f) Any corporate action taken to the extent the articles of
incorporation provide that a voting or nonvoting shareholder is entitled to     
dissent and obtain payment for his shares.                                      

  (2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his shares which are        
adversely affected by the amendment.                                            

      (3) A shareholder may dissent as to less than all the shares registered in
his name. In that event, his rights shall be determined as if the shares as to  
which he has dissented and his other shares were registered in the names of     
different shareholders.                                                         

    (4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger' /2/or share exchange or a      
proposed sale or exchange of property, to the holders of shares of any class or 
series which, on the record date fixed to determine the shareholders entitled to
vote at the meeting of shareholders at which such action is to be acted upon or 
to consent to any such action without a meeting were either registered on a     
national securities exchange or designated as a national market system security 
on an interdealer quotation system by the National Association of Securities    
Dealers, Inc. or held of record by not fewer than 2,000 shareholders.           

   (5) A shareholder entitled to dissent and obtain payment for his shares
under this section may not challenge the corporate action creating his          
entitlement unless the action is unlawful or fraudulent with respect to the     
shareholder or the corporation.                                                 

/1/607.1320 Procedure for exercise of dissenters' rights.-          

          (1) (a) If a proposed corporate action creating dissenters' rights
under (S) 607.1302 is submitted to a vote at a shareholders' meeting, the       
meeting notice shall state that shareholders are or may be entitled to assert   
dissenters' rights and be accompanied by a copy of (S) 607.1301, 607.1302. and  
607.1320. A shareholder who wishes to assert dissenters' rights shall:          

              1. Deliver to the corporation before the vote is taken
written notice of his intent to demand payment for his shares if the proposed   
action is effectuated, and                                                      

                 2. Not vote his shares in favor of the proposed action. A
proxy or vote against the proposed action does not constitute such a notice of  
intent to demand payment.                                                       

          (b) If proposed corporate action creating dissenters' rights under
s. 607.1 302 is effectuated by written consent without a meeting, the           
corporation shall deliver a copy of                                             

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(S) 607.1301, 607.1302. and 607.1320 to each shareholder simultaneously with any
request for his written consent or, if such a request is not made, within 10    
days after the date the corporation received written consents without a meeting 
from the requisite number of shareholders necessary to authorize the action.    

(2) Within 10 days after the shareholders' authorization date. the  
corporation shall give written notice of such authorization or consent or       
adoption of the plan of merger, as the case may be, to each shareholder who     
filed a notice of intent to demand payment for his shares pursuant to paragraph 
(1)(a) or, in the case of action authorized by written consent, to each         
shareholder. excepting any who voted for, or consented in writing to, the       
proposed action.                                                                

     (3) Within 20 days after the giving of notice to him, any shareholder who
elects to dissent shall file with the corporation a notice of such election.    
stating his name and address, the number, classes, and series of shares as to   
which he dissents, and a demand for payment of the fair value of his shares. Any
shareholder failing to file such election to dissent within the period set forth
shall be bound by the terms of the proposed corporate action. Any shareholder   
filing an election to dissent shall deposit his certificates for certificated   
shares with the corporation simultaneously with the filing of the election to   
dissent. The corporation may restrict the transfer of uncertificated shares from
the date the shareholder's election to dissent is filed with the corporation.   

  (4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice  
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his 
shares. After such offer, no such notice of election may be withdrawn unless the
corporation consents thereto. However, the right of such shareholder to be paid 
the fair value of his shares shall cease, and he shall be reinstated to have all
his rights as a shareholder as of the riling of his notice of election,         
including any intervening preemptive rights and the right to payment of any     
intervening dividend or other distribution or, if any such rights have expired  
or any such dividend or distribution other than in cash has been completed, in  
lieu thereof, at the election of the corporation, the fair value thereof in cash
as determined by the board as of the time of such expiration or completion, but 
without prejudice otherwise to and corporate proceedings that may have been     
taken in the interim, if;                                                       

 (a) Such demand is withdrawn as provided in this section;

          (b) The proposed corporate action is abandoned or rescinded or the
shareholders revoke the authority to effect such action;                        

          (c) No demand or petition for the determination of fair value by a
court has been made or filed within the time provided in this section; or       

  (d) A court of competent jurisdiction determines that such
shareholder is not entitled to the relief provided by this section.             

_____________________                                                           
      /2/Note.-The word "or" was substituted by the editors for the word "of' to
correct an apparent typographical error.                                        

(5) Within 10 days after the expiration of the period in which      
shareholders may file their notices of election to dissent, or within 10 days   
after such corporate action is effected, whichever is later (but in no case     
later than 90 days from the shareholders' authorization date), the corporation  
shall make a written offer to each dissenting shareholder who has made demand as
provided in this section to pay an amount the corporation estimates to be the   
fair value for such shares. If the                                              

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corporate action has not been consummated before the expiration of the 90-day   
period after the shareholders' authorization date, the offer may be made        
conditional upon the consummation of such action. Such notice and offer shall be
accompanied by:                                                                 

       (a) A balance sheet of the corporation, the shares of which the
dissenting shareholder holds, as of the latest available date and not more than 
12 months prior to the making of such offer; and                                

            (b) A profit and loss statement of such corporation for the 12-month
period ended on the date of such balance sheet or. if the corporation was not in
existence throughout such 12-month period, or the portion thereof during which  
it was in existence.                                                            

(6) If within 30 days after the making of such offer any shareholder
accepts the same. payment for his shares shall be made within 90 days after the 
making of such offer or the consummation of the proposed action, whichever is   
later. Upon payment of the agreed value, the dissenting shareholder shall cease 
to have any interest in such shares.                                            

(7) If the corporation fails to make such offer within the period   
specified therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which    
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent            
jurisdiction in the county in this state where the registered office of the     
corporation is located requesting that the fair value of such shares be         
determined. The court shall also determine whether each dissenting shareholder. 
as to whom the corporation requests the court to make such determination, is    
entitled to receive payment for his shares. If the corporation fails to         
institute the proceeding as herein provided, any dissenting shareholder may do  
so in the name of the corporation. All dissenting shareholders (whether or not  
residents of this state), other than shareholders who have agreed with the      
corporation as to the value of their shares, shall be made parties to the       
proceeding as an action against their shares. The corporation shall serve a copy
of the initial pleading in such proceeding upon each dissenting shareholder who 
is a resident of this state in the manner provided by law for the service of a  
summons and complaint and upon each nonresident dissenting shareholder either by
registered or certified mail and publication or in such other manner as is      
permitted by law. The jurisdiction of the court is plenary and exclusive. All   
shareholders who are proper parties to the proceeding are entitled to judgment  
against the corporation for the amount of the fair value of their shares. The   
court may, if it so elects, appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. The appraisers 
shall have such power and authority as is specified in the order of their       
appointment or an amendment thereof. The corporation shall pay each dissenting  
shareholder the amount found to be due him within 10 days after final           
determination of the proceedings. Upon payment of the judgment, the dissenting  
shareholder shall cease to have any interest in such shares.                    

      (8) The judgment may at the discretion of the court include a fair rate of
interest, to be determined by the court.                                        

    (9) The costs and expenses of any such proceeding shall be determined by
the court and shall be assessed against the corporation, but all or any part of 
such costs and expenses may be apportioned and assessed as the court deems      
equitable against any or all of the dissenting shareholders who are parties to  
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that the action of such shareholders in failing to accept    
such offer was arbitrary, vexatious, or not in good faith. Such expenses shall  
include reasonable compensation                                                 

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for, and reasonable expenses of, the appraisers, but shall exclude the fees and 
expenses of counsel for, and experts employed by, any party. If the fair value  
of the shares, as determined. materially exceeds the amount which the           
corporation offered to pay therefor or if no offer was made, the court in its   
discretion may award to any shareholder who is a party to the proceeding such   
sum as the court determines to be reasonable compensation to any attorney or    
expert employed by the shareholder in the proceeding.                           

   (10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as       
provided in this section, may be held and disposed of by such corporation as    
authorized but unissued shares of the corporation, except that, in the case of a
merger. they may be held and disposed of as the plan of merger otherwise        
provides. The shares of the surviving corporation into which the shares of such 
dissenting shareholders would have been converted had they assented to the      
merger shall have the status of authorized but unissued shares of the surviving 
corporation.                                                                    

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This PRE 14C Filing		Date		First		Last			Other Filings
		9/15/94		4
		9/21/94		4
		10/19/94		4
		12/31/94		4
		1/10/95		4
		10/29/96		6					SB-2/A
		11/13/96		4					424B1
		3/15/00		6
		5/15/00		6
		12/31/00		19					NT 10-K, 10KSB40
		3/30/01		7
		3/31/01		6					10QSB
		6/30/01		6					NT 10-Q, 10QSB
		8/31/01		4
		9/30/01		6					10QSB
		11/13/01		4
		12/31/01		6		19			NT 10-K, 10KSB
		3/31/02		6		19			10QSB
		6/30/02		6		19			10QSB
		9/30/02		6		19			10QSB
		12/31/02		2		20			NT 10-K, 10KSB, 10KSB/A
		3/21/03		7
		3/31/03		5		19			10QSB/A, 10QSB, NT 10-K
		5/5/03		6		16
Filed On / Filed As Of		5/8/03
For The Period Ended		5/20/03
		5/31/03		6
		11/13/03		4
		12/31/03		2		11			NT 10-K, 10KSB
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