SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|X| Definitive Information Statement
CORPORATE ROAD SHOW.COM, INC.
(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, par value $0.0001 per share
2) Aggregate number of securities to which transaction applies:
5,795,600 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:
1
CORPORATE ROAD SHOW.COM, INC.
80 Orville Drive - Suite 100
Bohemia, NY 11716
(631) 244-1555
Notice of Written Consent of Stockholders
August 19, 2004
Stockholders of CORPORATE ROAD SHOW.COM, INC. (the "Company"):
This Information Statement is circulated to advise the stockholders of
action already approved by written consent of the stockholders 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 stockholders. Therefore, this Information Statement is being sent to you for
informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The actions to be effective twenty days after the mailing of this
Information Statement are as follows:
1. effect an amendment of the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock from 20,000,000
to 500,000,000
2. effect a 50-for-1 forward stock split of our issued and outstanding shares
of Common Stock. There will not be an affect on the par value of such
shares.
Attached hereto for your review is an Information Statement relating to
the above-described actions.
By Order of the Board of Directors,
/s/ Frank Ferraro
Frank Ferraro, Director
August 30, 2004
Bohemia, New York
2
CORPORATE ROAD SHOW.COM, INC.
INFORMATION STATEMENT
This Information Statement, which is being mailed to stockholders on or about
August 31, 2004, is furnished in accordance with the requirements of Regulation
14C promulgated under the Securities Exchange Act of 1934, as amended, by the
management of Corporate Road Show.Com, Inc. (the "Company"). The Company, a New
York corporation, for use in connection with certain actions to be taken by the
written consent by the holders of the majority of the outstanding voting capital
stock of the Company. The actions to be taken pursuant to the written consent
shall be effective at least twenty (20) days after the Definitive Information
Statement is first mailed to the shareholders.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER
ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant to
the written consent of the holders of the majority of the outstanding voting
capital stock of the Company in lieu of a special meeting of the stockholders.
The following actions will be effective no earlier than September 21, 2004:
1. effect an amendment of the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock from 20,000,000
to 500,000,000; and
2. effect a 50-for-1 forward stock split of our issued and outstanding shares
of Common Stock. There will not be an affect on the par value of such
shares.
THE APPROXIMATE DATE OF MAILING OF
THIS INFORMATION STATEMENT IS AUGUST 31, 2004
Stockholders of record at the close of business on August 19, 2004 (the
"Record Date") are entitled to notice of the action to be effective on or about
September 21, 2004. As of the Record Date, our authorized capitalization
consisted of 20,000,000 shares of common stock, par value $0.0001 per share (the
"Common Stock"), of which 5,795,600 were issued and outstanding. Each share of
our common stock entitles its holder to one vote on each matter submitted to the
stockholders. However, because the stockholders holding at least a majority of
the voting rights of all outstanding shares of capital stock as of the Record
Date have voted in favor of the foregoing actions by resolution; and having
sufficient voting power to approve such proposals through their ownership of the
capital stock, no other consents will be solicited in connection with this
Information Statement.
3
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the actions will not be effective until 20 days after the date of this
Information Statement is mailed to the stockholders. We anticipate that the
actions contemplated by this Information Statement will be effected on or about
the close of business on September 21, 2004.
This Information Statement will serve as written notice to stockholders
pursuant to the New York State Business Corporation Law.
Our stockholders are not entitled to appraisal rights under the New York
State Business Corporation Laws in connection with the forward stock split or
the transfer of all assets and liabilities.
CURRENT INFORMATION REGARDING THE COMPANY
The following is a description of the current operations of the Company.
ABOUT THE COMPANY
Presently, we are an internet based marketing company which produces and
hosts corporate videos. Currently our main service is videotaping corporate
interviews or events and making the presentations available on the worldwide web
via our website www.corporateroadshow.com. Our website serves as a distribution
center for companies seeking to showcase their products and market their goods
and services to the investment community and general public at large. We have
the capabilities to produce high quality but reasonably priced custom-made
"live" and "on demand" video and audio productions as we contract a local studio
to perform the original video production work and that any interviews that we
produce are filmed by an independent video crew that we retain.
Our fees are scaled depending on the extent of services rendered by us.
Fees can vary depending on different needs the client might have for video
production. Although we have yet to produce a video with a celebrity
interviewer, a client may desire such. In that event, we would anticipate having
to charge more based on the hiring of the actor. We also charge extra for
traveling out of state or to different locations. In determining our fees for
hosting several factors are: the length of the production; number of mega bytes
it converts into; the level of streaming (56K,DSL,T-1); and the term of the
hosting agreement. Our ISP charges us a monthly fee of $1.00 per mega byte per
month. Thus, if a 15minute production translates into 60MB, our hosting cost
would be $60 for that month for that video. We have to incorporate these charges
in our fees as well.
Our content can vary depending on the company. Our content in our past,
whether it be an interview or presentation has been limited to corporate
executives discussing their company and its respective services. In all of our
productions we put a general disclaimer on the front page of our website which
discloses the number of shares of our clients we have been paid for our
services. Only companies that have not paid us for our services are not found in
the disclaimer. Regarding our disclaimer, we now have a click thru button to
make sure visitors have acknowledged reading the disclaimer before viewing the
videos. This same disclaimer is also annexed to the video files.
In addition to the continued development of our core internet business, we
are now poised to begin the second phase of our corporate growth: television
production. We believe that by producing a weekly half-hour "investment format"
program featuring small to mid-sized companies, we can offer a value added
service previously unavailable to that targeted capital market. Initially, we
intend to televise such a program in the New York metropolitan region.
4
HOW WE ARE ORGANIZED
We were incorporated pursuant to the laws of the State of New York on
November 1, 1999 under the name Corporate Road Show.Com Inc. On July 1, 2000 we
launched our website on the Internet and began a limited marketing campaign for
our Internet based presentations.
We are authorized to issue one class of capital stock, which is common
stock. Our total authorized common stock is 20,000,000 shares, $0.0001 par value
and we currently have 5,795,600 common shares outstanding. MARKET FOR COMMON
EQUITY AND OTHER STOCKHOLDER MATTERS
The Company has filed a Form 15c2-11 to apply for listing on the OTC-BB.
However, at present our common stock is not listed on any exchange.
RECOMMENDATION OF THE BOARD OF DIRECTORS
As the Company is in the process of applying for listing on the OTC-BB,
the Board of Directors of the Company (the "Board") believes that the
stockholders of the Company will benefit from the availability of additional
shares which will create a more liquid public market for its common stock once
it is listed on the OTC-BB. In order to facilitate such transaction, the Board
has determined that the capitalization structure of the Company should be
increased.
Accordingly, it was the Board's opinion that the restructuring
transactions described above would better position the Company to attract
potential business candidates and provide the stockholders of the Company with
the greatest potential return. The Board approved the above actions on August
20, 2004 and stockholders holding a voting majority of the outstanding voting
capital stock of the Company approved the above actions on August 20, 2004.
ACTIONS TO BE TAKEN
This Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the holders of the majority of
the outstanding voting capital stock of the Company.
INCREASE OF THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND SUBSEQUENTLY
EFFECT A 50-FOR-1 FORWARD STOCK SPLIT OF
ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK
GENERAL
Our Board unanimously the increase of our authorized common shares from
20,000,000 to 500,000,000 and the subsequent forward 50-for-1 forward split on
August 20, 2004. On that same day the Company thereafter received the consent of
the majority of the outstanding shares of our common stock. The Company will,
when permissible following the expiration of the twenty (20) day period mandated
by Rule 14c and the New York Business Corporation Law, file an amendment to our
Certificate of Incorporation increasing the authorized shares of the Company.
This amendment will not be filed until after a date which is at least twenty
(20) days after the filing and mailing of this Definitive Information Statement.
Immediately thereafter, the Company will effect the forward split.
5
INCREASE OF AUTHORIZED
The increase of our authorized common stock will not have any immediate
effect on the rights of existing stockholders. However, our Board will have the
authority to issue authorized common stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law or
exchange regulations. To the extent that additional authorized shares are issued
in the future, they will decrease the existing stockholders' percentage equity
ownership and, depending upon the price at which they are issued, could be
dilutive to the existing stockholders.
The increase in the authorized number of shares of our common stock and
the subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued common stock could be issued
(within the limits imposed by applicable law) in one or more transactions. Any
such issuance of additional stock could have the effect of diluting the earnings
per share and book value per share of outstanding shares of common stock, and
such additional shares could be used to dilute the stock ownership or voting
rights of a person seeking to obtain control of the Company.
The proposed Articles of Amendment to the Certificate of Incorporation,
attached hereto as Appendix A, will become effective when they are filed with
the New York Secretary of State. We anticipate that such filing will occur
twenty (20) days after this Definitive Information Statement is first mailed to
shareholders.
The entire cost of furnishing this Information Statement will be borne by
our company. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial
owners of our common stock held of record by them.
Our board of directors have fixed the close of business on August 19, 2004
as the record date for the determination of shareholders who are entitled to
receive this Information Statement. There were 5,795,600 shares of common stock
issued and outstanding on that date. We anticipate that this Information
Statement will be mailed on or about August 30, 2004 to all shareholders of
record as of the Record Date.
FORWARD SPLIT OF 50-FOR-1
The principal effect of the forward split will be that the number of
shares of Common Stock issued and outstanding will be increased from 5,795,600
as of August 19, 2004 to 289,780,000 shares on September 22, 2004.
The forward split will not affect the par value of our Common Stock. As a
result, on the effective date of the forward split, the stated capital on our
balance sheet attributable to our Common Stock will be the same as its present
amount, and the additional paid-in capital account shall be the same amount. The
per share net income or loss and net book value of our Common Stock will be
decreased because there will be more shares of our Common Stock outstanding.
6
The forward split will not change the proportionate equity interests of
our stockholders, nor will the respective voting rights and other rights of
stockholders be altered. The Common Stock issued pursuant to the forward split
will remain fully paid and non-assessable. The forward 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.
Furthermore, the possibility exists that potential liquidity in the market
price of our Common Stock could be adversely affected by the increased number of
shares that would be outstanding after the forward split.
PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES
There is no procedure for exchange of stock certificates. Our transfer
agent, Olde Monmouth Stock Transfer, will be apprised of the forward split and
will update its records accordingly. The forward split will become effective on
or about September 21, 2004, which we will refer to as the "effective date."
Beginning on the effective date, each certificate representing pre-forward split
shares will be deemed for all corporate purposes to evidence ownership of
post-forward split shares.
Our stockholders are not entitled to appraisal rights under the New York
Business Corporation Law in connection with the forward split.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES TO OUR TRANSFER AGENT. PLEASE NOTE THAT THIS IS NOT A REQUEST FOR
YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO
INFORM YOU OF THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement, since January 1,
2003, being the commencement of our last completed financial year, none of the
following persons has any substantial interest, direct or indirect, by security
holdings or otherwise in any matter to be acted upon:
1. any director or officer of the Company;
2. any proposed nominee for election as a director of the Company; and
3. any associate or affiliate of any of the foregoing persons.
7
The shareholdings of our directors and officers are listed below in the section
entitled "Principal Shareholders and Security Ownership of Management". To our
knowledge, no director has advised that he intends to oppose the increase in
authorized capital as more particularly described herein.
DESCRIPTION OF SECURITIES
The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by-laws, copies of which have
been incorporated by reference as exhibits to our registration statement filed
as No. 333-104815 which went effective on February 12, 2004. The following
discussion is qualified in its entirety by reference to such exhibits. GENERAL
Our authorized capital stock consists of 20,000,000 shares of common stock, par
value $.0001 per share. COMMON STOCK The holders of our common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders. Our certificate of incorporation and by-laws do not
provide for cumulative voting rights in the election of directors. Accordingly,
holders of a majority of the shares of our common stock entitled to vote in any
election of directors may elect all of our directors standing for election.
Holders of our common stock are entitled to receive ratably such dividends as
may be declared by the Board out of funds legally available therefor. In the
event of our liquidation, dissolution or winding up, holders of common stock are
entitled to share ratably in the assets remaining after payment of liabilities.
Holders of common stock have no preemptive, conversion or redemption rights. All
of the outstanding shares of common stock are fully-paid and non-assessable.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS
Presently, Mr. Frank Ferraro is the only member of our Board of Directors and
was appointed to the Board in 1999. Mr. Ferraro has served consecutive
three-year terms of which the current term expires in November of 2005.
The following table sets forth the name and, as of December 31, 2003, age and
position of each director and executive officer of the Company.
Name Age Position
---- --- --------
Frank Ferraro 40 Chairman, President, Secretary and Treasurer
8
BACKGROUND OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES
Frank Ferraro has been the Chief Executive Officer and President since
inception. Mr. Ferraro has spent the last sixteen years in the financial field.
Since April of 1996 Mr. Ferraro has been dually licensed with both Castle and
Citadel Securities, respectively as a registered representative. Both Castle and
Citadel are registered broker-dealers. With both Castle and Citadel, Mr. Ferraro
helped develop and manage an electronic internet based proprietary trading
system as well as a manager of a trading desk. Mr. Ferraro graduated from
Hofstra University with a B.B.A. in Accounting in 1986. On April 28, 2003, Mr.
Ferraro resigned from Castle Securities and Citadel Securities Corp.,
respectively.
BOARD COMMITTEES
Our Board has established no committees. 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 the Company's executive officers and directors and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (hereinafter
referred to as the "Commission") initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership,
of Common Stock and other equity securities of the Company on Forms 3, 4, and 5,
respectively. Executive officers, directors and greater than 10% stockholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the Company's knowledge, all of the
Company's executive officers, directors and greater than 10% beneficial owners
of its common Stock, have complied with Section 16(a) filing requirements
applicable to them during the Company's most recent fiscal year.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth, as of August 19, 2004, the Record Date, the
shares of our voting capital stock beneficially owned by each person, including
management, known to us to be the beneficial owner of more than 10% of the
outstanding shares of common stock. This does not include shares of preferred
stock converted into common shares subsequent to the Record Date.
9
All persons named in the table have the sole voting and dispositive power,
unless otherwise indicated, with respect to common stock beneficially owned.
Beneficial ownership of shares of common stock that are acquirable within 60
days upon the exercise or conversion of convertible securities are listed
separately, and for each person named in the table, the calculation of percent
of class gives effect to those acquirable shares.
Amount and Nature of
Name Beneficial Ownership Percentage of Class
---- -------------------- -------------------
Frank Ferraro 5,200,000 common shares 91%
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722 of the New York Business Corporation Law enables a corporation
in its original certificate of incorporation or an amendment to eliminate or
limit the personal liability of a director to a corporation or its stockholders
for violations of the director's fiduciary duty, except:
o for any breach of a director's duty of loyalty to the corporation or
its stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o pursuant to Section 722 (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or
redemptions); or
o for any transaction from which a director derived an improper
personal benefit.
Our certificate of incorporation provides in effect for the elimination of
the liability of directors to the extent permitted by the New York Business
Corporation Law.
Section 722 of the New York Business Corporation Law provides, in summary,
that directors and officers of New York corporations are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Our bylaws entitle
our officers and directors to indemnification to the fullest extent permitted by
the New York Business Corporation Law.
10
We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement contains forward-looking statements. Certain
matters discussed herein are forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995. Certain, but not necessarily all, of
such statements can be identified by the use of forward-looking terminology,
such as "believes," "expects," "may," "will," "should," "estimates" or
"anticipates" or the negative thereof or comparable terminology. All
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the actual transactions, results, performance or
achievements of the company to be materially different from any future
transactions, results, performance or achievements expressed or implied by such
forward-looking statements. These may include, but are not limited to matters
described in this Information Statement and matters described in "Note on
Forward-Looking Statements" in our Annual Report on Form 10-KSB for the year
ended December 31, 2003. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions and business
opportunities, we can give no assurance that our expectations will be attained
or that any deviations will not be material. We undertake no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect any future events or circumstances.
ADDITIONAL INFORMATION
If you have any questions about the actions described above, you may
contact William S. Rosenstadt, Esq., Rubin, Bailin, Ortoli LLP, 405 Park Avenue
- 15th Floor, New York, New York 10022.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance with the requirements thereof, file
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Copies of these reports, proxy statements and other
information can be obtained at the SEC's public reference facilities at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549.
Additionally, these filings may be viewed at the SEC's website at
http://www.sec.gov.
11
We filed our annual report for the fiscal year ended December 31, 2003 on
Form 10-KSB with the SEC. A copy of the annual reports on Form 10-KSB (except
for certain exhibits thereto), may be obtained, free of charge, upon written
request by any stockholder to William S. Rosenstadt, Esq., Rubin, Bailin, Ortoli
LLP, 405 Park Avenue - 15th Floor, New York, New York 10022. Copies of all
exhibits to the annual reports on Form 10-KSB are available upon a similar
request, subject to payment of a $.50 per page charge to reimburse us for
expenses in supplying any exhibit.
INFORMATION INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference and to be a
part hereof from the date of filing of such documents:
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the effective date of the action taken described herein,
including the Annual Report on Form 10-KSB for the fiscal year ended December
31, 2003.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement.
This Information Statement incorporates, by reference, certain documents
that are not presented herein or delivered herewith. Copies of any such
documents, other than exhibits to such documents which are not specifically
incorporated by reference herein, are available without charge to any person,
including any stockholder, to whom this Information Statement is delivered, upon
written or oral request to our Secretary at our address and telephone number set
forth herein.
DISTRIBUTION OF INFORMATION STATEMENT
The cost of distributing this Information Statement has been borne by us
and certain stockholders that consented to the action taken herein. The
distribution will be made by mail.
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/ Frank Ferraro
-----------------------------------
Frank Ferraro, Director
August 30, 2004
Bohemia, New York
APPENDIX A
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF
CORPORATE ROAD SHOW.COM INC. UNDER SECTION 805 OF THE
BUSINESS CORPORATION LAW
1. Name of Corporation: CORPORATE ROAD SHOW.COM INC.
2. The certificate of incorporation was filed on November 1, 1999.
3. Prior to the amendment the Fourth Article read: "FOURTH: The aggregate
number of shares which the corporation shall have the authority to
issue is: Twenty Million (20,000,000) at 0.0001 par value." The Fourth
Article has been amended as follows: "FOURTH: The aggregate number of
shares which the corporation shall have the authority to issue is: Five
Hundred Million (500,000,000) at 0.0001 par value."
4. The amendment to the certificate of incorporation was authorized
pursuant to Section 803(a) of the Business Corporation Law pursuant to
which the corporation's board of directors authorized the amendment and
subsequent to such authorization the majority of all outstanding shares
entitled to vote thereon approved such action.
Officer Signature
/s/ Frank Ferraro
------------------------------
Frank Ferraro, President and Director
13