VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information as of March 31, 2000
concerning the ownership of Common Stock by (i) each stockholder of the Company
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each person who has been a Director or
executive officer of the Company since the beginning of the last fiscal year and
(iii) all current Directors and executive officers of the Company as a group.
Except as otherwise noted, each person listed below is the sole beneficial owner
of the shares and has sole investment and voting power of such shares. No person
listed below has any option, warrant or other right to acquire additional
securities of the Company except as otherwise noted.
Security Ownership Table
Name and Address of Amount and Nature of
Beneficial Owner (1) Beneficial Owner Percent of Class
-------------------- ---------------- ----------------
Daniel Hunter (2) 1,509,722 (3) 17.1
Bruce Hamlin (4) 284,722 (3) 3.2
Donald James MacKenzie (5) 1,509,722 (3) 17.1
Mitch Drew 47,222 (6) *
Warren Olson 47,222 (6) *
Steven Adelstein (7) 140,559 (8) 1.6
Gus Guilbert (9) 10,516 (10) *
Michael Marcus (11) 500,000 (12) 5.7
All executive officers and 3,398,610 38.5
directors as a group (13)
* Less than one percent.
(1) Unless otherwise indicated, the business address of all beneficial owners is
428 West 6th Avenue, Vancouver, BC V5Y 1L2.
(2) Mr. Hunter's shares are held by Hunter Holdings Inc. Mr. Hunter is the sole
shareholder of Hunter Holdings Inc.
(3) Includes 9,722 shares which the holder has the right to acquire within 60
days upon the exercise of stock options.
(4) Mr. Hamlin's shares are held by Hamlin Holdings Inc. Mr. Hamlin is the sole
shareholder of Hamlin Holdings Inc.
(5) Mr. MacKenzie's shares are held by Vicdra Holdings Inc. Mr. MacKenzie is the
sole shareholder of Vicdra Holdings Inc.
(6) Includes 47,222 shares which the holder has the right to acquire within 60
days upon the exercise of stock options.
(7) Mr. Adelstein's address is 4950 West Prospect Road, Ft. Lauderdale, FL
(8) Includes (i) Warrants to purchase up to 30,000 shares of common stock held
by Mr. Adelstein's children; (ii) Warrants to purchase 10,000 shares of
common stock owned by AUW, Inc. ("AUW"), a company of which Mr. Adelstein is
an officer and which is controlled by Mr. Adelstein's family members; (iii)
Warrants to purchase 10,000 shares of common stock owned by Mr. Adelstein's
parents; (iv) 60,709 shares owned by AUW; and (v) 29,850 shares owned by
West Tropical Investments Corp., a company of which Mr. Adelstein is an
(9) Mr. Guilbert's address is 4950 West Prospect Road, Ft. Lauderdale, FL 33309.
(10) Includes warrants to purchase up to 5,000 shares of common stock.
(11) Mr. Marcus' address is 27622 Pacific Coast Highway, Malibu, CA 90265.
(12) Includes 300,000 shares held by Canmarc Trading, Inc., a company which is
controlled by Mr. Marcus.
(13) Includes shares held by Messrs. Hunter, Hamlin, MacKenzie, Drew and Olson.
Also includes 123,610 shares which the holders have the right to acquire
within 60 days upon the exercise of stock options.
Change In Control
On October 22, 1999, pursuant to the terms of an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), dated as of September 17,
1999, by and among the Company, Realm Acquisition Corp., a wholly-owned
subsidiary of the Company ("Merger Sub") and emailthatpays.com ("email Nevada"),
Merger Sub was merged (the "Merger") with and into email Nevada. Pursuant to the
Merger, the stockholders of email Nevada received one share of the Company's
common stock in exchange for each share of email Nevada's common stock, or an
aggregate of 6,572,000 (post reverse split) shares of the Company's common
stock. In connection with the Merger, the Company 1) issued an aggregate of
693,016 shares (post reverse split) of its common stock in satisfaction of
outstanding debt and in exchange for a $500,000 note receivable, 2) declared a
one-for-ten reverse stock split whereby each share of common stock issued and
outstanding on September 27, 1999 was reclassified and changed to one-tenth of
one share of common stock, and 3) issued 525,000 shares (post reverse split) as
an investment banking fee. Prior to the Merger, the Company had 304,743 (post
reverse split) shares issued and outstanding. Therefore, after the Merger, the
historic stockholders of the Company held 3.8% of the issued and outstanding
shares of the Company and the historic stockholders of email Nevada (together
with the stockholders that received shares in satisfaction of outstanding debt
and in exchange for a $500,000 note receivable and stockholders that received
shares as an investment banking fee) held 96.2% of the issued and outstanding
shares of the Company.