Tasco Holdings International, Inc. PRE 14C
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
CHECK
THE
APPROPRIATE BOX:
{x}
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Preliminary
Information Statement
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{
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d))
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{
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Definitive
Information Statement
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TASCO
HOLDINGS INTERNATIONAL, INC.
(Name
of
Registrant as Specified In Its Charter)
PAYMENT
OF
FILING FEE (Check The Appropriate Box):
{
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No
fee required. |
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{x}
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1) |
Title
of each class of securities to which transaction applies: |
Common
Stock $0.0001 par value |
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2)
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Aggregate
number of securities to which transaction applies:
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12,780,000
shares common stock |
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was determined): N/A
in
aggregate cash to be received by Registrant (rule
240.0-11(c)(2)).
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4)
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Proposed
maximum aggregate value of transaction:
_______________________ |
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{
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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.
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1)
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Amount
Previously Paid:____ |
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2)
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Form,
Schedule, or Registration Statement No.:___ |
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3) |
Filing
Party:___
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4) |
Date
Filed:___ |
TASCO
HOLDINGS INTERNATIONAL, INC.
8885
Rehco
Road, San Diego, California 92121
San
Diego,
California 92121
August
1,
2006
To
all
stockholders of Tasco Holdings International, Inc.:
The
attached Information Statement is being delivered to you pursuant to Regulation
14C of the Securities Exchange Act of 1934 (the AExchange
Act@).
Further, this Information Statement is circulated to advise the stockholders
of
an action already taken by a majority of stockholders in accordance with the
requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Rule 14(f) there4under. Pursuant to Rule 14c-2 under
the Exchange Act, the proposals described herein will not be effective until
20
days after the date of this Information Statement is mailed to stockholders.
Therefore, this Information Statement is being sent to you for informational
purposes only. A copy of our Form 10-KSB for our fiscal year ending September
30, 2005 is attached to this Information Statement.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
action
to be effective twenty days after the mailing of this Information Statement
is
as follows:
(A)
|
the
proposal to approve the
proposed amendment to Article Four of the Company’s Articles of
Incorporation so that, as amended, the amount of the Company’s authorized
common stock will be increased from 80,000,000 shares to 100,000,000
shares;
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(B)
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the
proposal to approve the amendment to Article One of the Company’s Articles
of Incorporation to change the Company’s name from Tasco Holdings
International, Inc. to Bio-Matrix Scientific Group, Inc.;
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(C)
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the
proposal to elect Dr. David R. Koos and Brian Pockett as Directors
of the
Company; and
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(D)
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the
proposal to adopt a Code of Ethics.
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The
attached Information Statement is being mailed on or about August 1, 2006 to
all
shareholders of record on July 24, 2006 of Tasco Holdings International, Inc.,
a
Delaware corporation (the Company) in connection with the above proposals and
pursuant to Rule 14c-2 of the Exchange Act. The Company has 12,780,000 shares
of
its common stock outstanding.
The
Information Statement also constitutes notice to the Company’s stockholders of
the taking of corporate action by written consent of the stockholders, as
required by Section 228(d) of the Delaware General Corporation Law. I encourage
you to read the Information Statement, including the exhibits thereto,
thoroughly, but you need not take any action at this time. No vote will take
place because all required stockholder approvals have been obtained. The
Stockholders’ Meeting will be held on August 1, 2006 at the Company’s offices at
10:00 A.M., P.D.T., at 8885 Rehco Road, San Diego, California
902121.
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Sincerely, |
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Dr.
David R. Koos
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Chairman
and Chief Executive Officer
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San
Diego, California |
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July
24, 2006
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TASCO
HOLDINGS INTERNATIONAL, INC.
8885
Rehco
Road, San Diego, California 92121
San
Diego,
California 92121
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This
Summary does not contain all the information that is important to
you.
On
July
24, 2006, the Board of Directors of the Company voted to approve the
following:
(A)
|
the
proposal to approve the
proposed amendment to Article Four of the Company’s Articles of
Incorporation so that, as amended, the amount of the Company’s authorized
common stock will be increased from 80,000,000 shares to 100,000,000
shares;
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(B)
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the
proposal to approve the amendment to Article One of the Company’s Articles
of Incorporation to change the Company’s name from Tasco Holdings
International, Inc. to Bio-Matrix Scientific Group, Inc.;
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(C)
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the
proposal to elect Dr. David R. Koos and Brian Pockett as Directors
of the
Company; and
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(D)
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the
proposal to adopt a Code of Ethics.
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THE
COMPANY HAS NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT AND,
IF
GIVEN OR MADE, YOU MUST NOT RELY UPON SUCH INFORMATION OR REPRESENTATION AS
HAVING BEEN AUTHORIZED BY US OR BY ANY OTHER PERSON.
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934 (the Exchange Act) and in accordance with the Exchange Act, the
Company files reports, proxy statements, and other information with the U.S.
Securities and Exchange Commission (the Commission). You may inspect and copy
of
the reports, proxy statements, and other information filed by us with the
Commission at the public reference facilities maintained by the Commission
at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and as well as the
Commission’s Regional Offices. You may also call the Commission at
1-800-SEC-0330 for more information about the public reference room, how to
obtain copies of documents by mail or how to access documents electronically
on
the Commission’s Web Site at (http://www.sec.gov).
A
copy of
our Form 10-KSB for our fiscal year ending September 30, 2005 is attached to
this Information Statement.
SUMMARY
The
following is a summary of certain information contained elsewhere in this
Information Statement. Reference is made to, and this Summary is qualified
in
its entirety by the more detailed information contained in this Information
Statement and the attached annexes. Unless otherwise defined, capitalized terms
used in this Summary have the meanings ascribed to them elsewhere in this
Information Statement. You are urged to read this Information Statement and
the
Annexes in their entirety.
THE
STOCKHOLDER
CONSENT
STOCKHOLDER VOTES WILL NOT BE SOLICITED. The General Corporation Law of Delaware
allows the Company to take the following actions as authorized by a resolution
adopted by the holders of the majority of our outstanding stock entitled to
vote
thereon. The proposals to be submitted to the stockholders at the stockholders’
meeting are as follows: (A)
the
proposal to increase the Company’s authorized common stock (par value $0.001)
from 80,000,000 shares to 100,000,000 shares; (B) the proposal to approve the
amendments to the Company’s Certificate of Incorporation to change the Company’s
name from Tasco Holdings International, Inc. to Bio-Matrix Scientific Group,
Inc.; (C) the proposal to elect Dr. David R. Koos and Brian Pockett as Directors
of the Company; and (D) the proposal to adopt a Code of Ethics (as set forth
on
Exhibit A attached hereto).
Bio-Matrix
Scientific Group, Inc., as Delaware corporation (a stockholder of the Company
that intends to change its name to BMSG Holdings, Inc. upon approval Proposal
“B”) owns 10,000,000 of the 12,780,000 shares of the Company’s common stock
outstanding or about 78% of the Company’s common stock intends to vote in favor
of the proposals described in this Information Statement. As a result, no other
shareholder will have any ability to amend or withhold the adoption of the
proposals described in this Information Statement.
THE
COMPANY
Tasco
Holdings International, Inc. on July 3, 2006, the Company completed the
acquisition of all of the outstanding common stock of Bio-Matrix Scientific
Group, Inc., a Nevada corporation (the “Subsidiary”) as a means of entering into
the business then conducted by the Subsidiary. The Subsidiary is a developmental
stage company with no existing sales revenues and since its formation on August
1, 2005, the Subsidiary has devoted its resources primarily to developing
facilities to be used for the cryogenic
storage of stem cells and the development of medical devices used in live tissue
transfer and stem cell research. (See
“Factors That May Affect Future Results.”)
CHANGE
OF
THE
COMPANY’S
NAME
Article
One of the Company’s Certificate of Incorporation states the name of this
Corporation is “Tasco Holdings International, Inc. The Company’s Board of
Directors has selected the name Bio-Matrix Scientific Group, Inc.” as the
Company’s new name. This corporate name is used by the Company’s Subsidiary,
which is a Nevada corporation. The Company believes the change of the Company’s
name better reflects its new business plan and the plans that the Company’s
management team has developed.
ELECTION
OF DR. DAVID
R.
KOOS
AND BRIAN
POCKETT
AS
DIRECTORS
Dr.
David
R. Koos and Brian Pockett are proposed to be re-elected as Directors.
Dr.
David
R. Koos was elected a Director of the Company on June 14, 2006. He has been
involved with investment banking, venture capital, and investor relations for
the past 20 years. He is currently Chairman, CEO, and acting CFO of Frezer,
Inc.
and Chief Executive Officer of Bio-Matrix Scientific Group, Inc., a Delaware
corporation (the Seller of the Subsidiary that we purchased). He has worked
with
major Wall Street investment banks and was a Vice-President of Investments
with
Sutro & Co., Everen Securities, and Dean Witter. Dr. Koos is also the
Founder and a Director of Venture Bridge, Inc. and his professional experience
includes Co-Founder, Director, President, and Managing Director of Cell Source
Research, Inc. He serves concurrently as a Director of
Venture
Bridge, Inc., a private business development company, President and Managing
Director of Cell Source Research, Inc. Dr. Koos is also Chairman and Chief
Executive Officer of Frezer, Inc., a publicly held company. Dr. Koos holds
a
Series 7 and a Series 24 securities licenses. Dr. Koos holds a Ph.D. degree
in
Economic Sociology, a DBA in Corporate Finance, both from Atlantic International
University. In addition, Dr. Koos holds M.A. degree in Economic Sociology from
the University of California, Riverside, California and is currently pursuing
a
Doctor of Business Administration (DBA) degree in Financial Management from
Northcentral University.
Mr.
Brian
Pockett was elected a Director of the Company on June 14, 2006. He has over
29
years of professional experience in operations, marketing, sales, and financial
and grant development. He is currently Managing Director and Chief Operating
Officer of Bio-Matrix Scientific Group, Inc., a Delaware corporation (the Seller
of the Subsidiary that we purchased) and Managing Director and Chief Operating
Officer of Frezer, Inc. Mr. Pockett was the Founder of PD&C, a private
consulting firm and has served as a consultant to some of the largest companies
in North America, including Disney, SONY, Nintendo, Acclaim Entertainment,
and
UFO. His work has included global distribution, product development,
commercialization, investment, and intellectual properties. Mr. Pockett holds
a
B.A. degree from Azusa Pacific University and a Theology Degree from Crestmont
Seminary.
ADOPTION
OF CODE
OF
ETHICS
The
proposal is to adopt a Code of Ethics. The proposed Code of Ethics is shown
as
Exhibit A. The Company’s management believes that the Company and its employees
and others will benefit from establishing a strong ethical environment that
will
be guided by clear moral and ethical values. The Code of Ethics may serve to
assist us in understanding our obligations to act responsibly and truthfully
in
all of our dealings.
THE
STOCKHOLDER CONSENT
Section
228 of the General Corporation Law of Delaware permits the holders of a majority
of the shares of its outstanding voting stock to approve and authorize actions
by written consent of a majority of the shares outstanding as if the action
were
undertaken at a duly constituted meeting of the Company’s
shareholders.
The
Stockholders’ Meeting will be held on August 1, 2006 at the Company’s offices at
10:00 A.M., P.D.T., at 8885 Rehco Road, San Diego, California 902121. Bio-Matrix
Scientific Group, Inc., a Delaware corporation (a stockholder of the Company
that intends to change its name to BMSG Holdings, Inc. upon approval Proposal
“B”) owns 10,000,000 of the 12,780,000 shares of the Company’s common stock
outstanding or about 78% of the Company’s common stock intends to vote in favor
of the proposals described in this Information Statement. Accordingly, no vote
of any other stockholder is necessary and stockholder votes are not being
solicited.
Security
Ownership of Management and Certain Beneficial Owners
The
following table sets forth information relating to the beneficial ownership
of
the Company’s Common Stock by each of the officers and Directors of the Company
and by those persons beneficially holding more than 5% of the Company’s Common
Stock, by the Company’s directors and executive officers, and by all the
Company’s directors and officers as a group as of July 21, 2006. (See “Factors
That May Affect Future Results.”)
(1)
|
(2)
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(3)
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(4)
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Title
Of
Class
|
Name
And
Address
Of
Beneficial
Owner
|
Amount
And
Nature
Of
Beneficial
Owner
(1)
|
Percent
Of
Class(1)(2)
|
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Common
Stock
|
Dr.
David R. Koos, CEO, President & Chairman
|
0
|
--%
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|
8885
Rehco Road |
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San
Diego, California 92121 |
|
|
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Common
Stock
|
Brian
Pockett, COO, Vice President & Director
|
0
|
--%
|
|
8885
Rehco Road |
|
|
|
San
Diego, California 92121 |
|
|
|
|
|
|
Officers
and Directors |
|
0
|
--%
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As
a
Group (2 Persons)
|
|
|
|
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Common
Stock
|
Bio-Matrix
Scientific Group, Inc. |
10,000,000
|
78.24%
|
|
1010
University Avenue, Suite 40 |
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San
Diego, California 92103
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Footnote:
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(1)
|
"Beneficial
Owner" means having or sharing, directly or indirectly (i) voting
power,
which
includes the power to vote or to direct the voting, or (ii) investment
power, which includes the power to dispose or to direct the disposition,
of shares of the common stock of an issuer. The definition of beneficial
ownership includes shares underlying options or warrants to purchase
common stock, or other securities convertible into common stock,
that
currently are exercisable or convertible or that will become exercisable
or convertible within 60 days. Unless otherwise indicated, the beneficial
owner has sole voting and investment
power.
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(2)
|
Percentages
are based on 12,780,000 shares outstanding on July 3, 2006. There
are no
outstanding warrants, rights, or options to purchase the Company’s common
stock. A former Director, Glen DeVore, owns 550,000 shares or 4.34%
of the
Company’s common stock as of July 21, 2006. In addition, Dr. Koos and Mr.
Pockett are Directors
of
Bio-Matrix Scientific Group, Inc., a Delaware corporation (“BMSG-Delaware”
- The company from which we purchased our current Subsidiary.)
BMSG-Delaware owns 10,000,000 of the 12,780,000 shares of the Company’s
common stock outstanding or about 78% of the Company’s common stock.
Therefore, Dr. Koos and Mr. Pockett indirectly, through their positions
as
Directors of BMSG - Delaware, are able to effect control over the
affairs
of the Company.
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Executive
Compensation
The
Company’s Board of Directors has authorized the Compensation of its officers
with the following cash salaries:
SUMMARY
COMPENSATION TABLE
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Annual
Compensation
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Long-Term
Compensation
|
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Awards
Payouts
|
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Name
and Principal Position
(a)
|
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Other
Annual Compensation
($)
(e)
|
Restricted
Stock Awards
(s)
($)
(f)
|
Securities
Underlying Options/
SARs
(#)
(g)
|
LTIP
Payouts
($)
(h)
|
All
Other Compensation
($)
(i)
|
|
|
|
|
|
|
|
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Dr.
David R. Koos, CEO, President, & Chairman(1) |
|
2003 |
$0 |
$0 |
$0 |
$0 |
0 |
$0 |
$0 |
|
|
2004
|
$0 |
$0 |
$0 |
$0 |
0 |
$0 |
$0 |
|
|
2005 |
$0 |
$0 |
$0 |
$0 |
0 |
$0 |
$0 |
|
|
|
|
|
|
|
|
|
|
Brian
Pockett, COO, Vice President, & Director(1)
|
|
2003 |
$0 |
$0 |
$0 |
$0 |
0 |
$0 |
$0 |
|
|
2004
|
$0
|
$0
|
$0 |
$0
|
0
|
$0
|
$0 |
|
|
2005 |
$0 |
$0 |
$0 |
$0 |
0 |
$0 |
$0 |
Footnotes:
(1)
Dr.
David R. Koos and Mr. Brian Pockett were elected as officers and Directors
of
the Company on June 14, 2006 and prior to that date, Dr. Koos served as the
sole
officer and Director of Bio-Matrix Scientific Group, Inc., a Nevada corporation.
The latter is the Subsidiary that we acquired on July 3, 2006.
With
respect to cash salaries, the Company may change or increase salaries as the
Company's profits and cash flow allow. No other compensation was paid, accrued,
earned, or received by any of the Company’s officers and directors.
Compensation
of Directors
Except
as
may be approved by the Company’s Board of Directors, the Company’s Directors are
not currently compensated on a regular basis as a director of the Company and
each does not receive any re-imbursement for out-of-pocket costs incurred in
attending meetings. The Company’s compensation policies are subject to change
and the Board of Directors may approve or establish such compensation
arrangements from time to time as it deems appropriate in view of the Company’s
requirements.
Directors
and Executive Officers
The
names
and ages of the Directors and Executive Officers of the Company are as
follows:
Name
|
Age
|
Position
|
|
|
|
Dr.
David R. Koos
|
48
|
Chief
Executive Officer, President, and Chairman
|
Brian
Pockett
|
54
|
Chief
Operating Officer, Vice President and
Director
|
Dr.
David
R. Koos was elected a Director of the Company on June 14, 2006. He has been
involved with investment banking, venture capital, and investor relations for
the past 20 years. He is currently Chairman, CEO, and acting CFO of Frezer,
Inc.
and Chief Executive Officer of Bio-Matrix Scientific Group, Inc., a Delaware
corporation (the latter is the Seller from which the Company purchased the
newly
acquired Subsidiary, Bio-Matrix Scientific Group, Inc., a Nevada corporation
which was acquired on July 3, 2006). He has worked with major Wall Street
investment banks and was a Vice-President of Investments with Sutro & Co.,
Everen Securities, and Dean Witter. Dr. Koos is also the Founder and a Director
of Venture Bridge, Inc. and his professional experience includes Co-Founder,
Director, President, and Managing Director of Cell Source Research, Inc. He
serves concurrently as a Director of
Venture
Bridge, Inc., a private business development company, President and Managing
Director of Cell Source Research, Inc. Dr. Koos is also Chairman and Chief
Executive Officer of Frezer, Inc., a publicly held company. Dr. Koos holds
a
Series 7 and a Series 24 securities licenses. Dr. Koos holds a Ph.D. degree
in
Economic Sociology, a DBA in Corporate Finance, both from Atlantic International
University. In addition, Dr. Koos holds M.A. degree in Economic Sociology from
the University of California, Riverside, California and is currently pursuing
a
Doctor of Business Administration (DBA) degree in Financial Management from
Northcentral University.
Mr.
Brian
Pockett was elected a Director of the Company on June 14, 2006. He has over
29
years of professional experience in operations, marketing, sales, and financial
and grant development. He is currently Managing Director and Chief Operating
Officer of Bio-Matrix Scientific Group, Inc., a Delaware corporation (the latter
is the Seller from which the Company purchased the newly acquired Subsidiary,
Bio-Matrix Scientific Group, Inc., a Nevada corporation which was acquired
on
July 3, 2006) and Managing Director and Chief Operating Officer of Frezer,
Inc.
Mr. Pockett was the Founder of PD&C, a private consulting firm and has
served as a consultant to some of the largest companies in North America,
including Disney, SONY, Nintendo, Acclaim Entertainment, and UFO. His work
has
included global distribution, product development, commercialization,
investment, and intellectual properties. Mr. Pockett holds a B.A. degree from
Azusa Pacific University and a Theology Degree from Crestmont
Seminary.
The
Directors serve until the next annual meeting of shareholders or until their
successors are elected.
Interest
of Certain Persons in or Opposition to Matters to be Acted
Upon
Our
current officers and Directors, Dr. David R. Koos and Brian Pockett, do not
own
any of our common stock. Each, however, is an officer and Director of Bio-Matrix
Scientific Group, Inc., a Delaware corporation (“BMSG-Delaware”)
(BMSG-Delaware intends to change its name to BMSG Holdings, Inc. upon approval
Proposal “B” at the Stockholders’ Meeting described in this Information
Statement) owns 10,000,000 of the 12,780,000 shares of the Company’s common
stock outstanding or about 78% of the Company’s common stock. Therefore, Dr.
Koos and Mr. Pockett indirectly, through their positions as Directors of
BMSG-Delaware, are able to effect control over the affairs of the
Company.
The
Company is not aware of any Director or any other person who opposes the
Proposals set forth in this Information Statement or any of the other proposals
or any persons who have expressed, in writing, any opposition to the
Proposals.
Proposals
by Security Holders
The
Company’s Board of Directors does not know of any matters that are to be
presented to the stockholders for their approval and consent pursuant to the
written consent of the stockholders other than those referred to in this
Information Statement.
Delivery
of Documents to Security Holders Sharing an Address
One
Information Statement will be delivered to multiple stockholders sharing an
address unless the Company receives contrary instructions from one or more
of
the stockholders. Upon receipt of such notice, the Company will undertake to
deliver promptly a separate copy of the Information Statement to the Stockholder
at the shared address to which a single copy of the documents was delivered
and
provide instructions as to how the stockholder can notify the Company that
the
Stockholder wishes to receive a separate copy of the Information Statement.
In
the event that a Stockholder desires to provide such a notice to the Company
such notice may be given verbally by telephoning the Company’s offices at (619)
398-3517, Ext. 308 at the Company’s offices located 8885 Rehco Road, San Diego,
California 92121.
The
Stockholders’ Meeting will be held on August 1, 2006 at the Company’s offices at
10:00 A.M., P.D.T., at 8885 Rehco Road, San Diego, California
902121.
By
Order of the Board of Directors
Dr.
David
R. Koos
CEO,
President, & Chairman
July
24,
2006
Factors
That May Affect Future Results
As
used herein, the term “we,” “us,” “the Company,” and “Tasco,” unless otherwise
noted, refers to Tasco Holdings International, Inc., a Delaware corporation
and
its wholly-owned subsidiary, Bio-Matrix Scientific Group, Inc., a Nevada
corporation.
1.
Entry
into New
Business No Revenues from Operation; Risk of Loss.
With the
close of our acquisition of Bio-Matrix Scientific Group, Inc., a Nevada
corporation (the “Subsidiary”) on July 3, 2006, we entered into a new business,
namely, the business of our newly acquired Subsidiary. We are a
development-stage company. For this reason, the Company faces all of the risks
inherent in a new business, coupled with the risks involved in implementing
a
business plan for a business that is in a new industry. We cannot assure you
that our planned business will generate sufficient revenues that will allow
us
to achieve profitability or if we do achieve profitability, that we can sustain
any such revenues with margins and operating levels that will sustain
profitability. Investors should be aware that they may lose all or substantially
all of their investment.
2.
Limited
Financial Resources And Need for Additional Financing.
The
Company's financial resources are limited. The Company needs to obtain
additional financing from the sale of the Company's Common Stock, preferred
stock, debt, or some combination thereof in order to undertake further business
plans. The Company's ability to operate is contingent upon its receipt of
additional financing through private placements or by loans. There can be no
assurance that if additional funds are required they will be available, or,
if
available, that they can be obtained on reasonable terms in light of the
Company’s current circumstances.
3.
Limited
Trading Market for Common Stock.
Our
Common Stock is traded on a sporadic and limited basis on the OTC Bulletin
Board. As a result, there is only limited liquidity and an investor may find
it
difficult to liquidate any shares of our Common Stock with any significant
volume.
4.
Lack
of Dividends.
The
company has not paid dividends and does not contemplate paying dividends in
the
foreseeable future.
5. Risks
of Low Priced Stocks.
Limited
and sporadic trading for the Company's Common Stock currently exists in the
over-the-counter market in the so-called "pink sheets," or the NASD's
"Electronic Bulletin Board." Consequently, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the price of,
the Company's securities. In the absence of a security being quoted on NASDAQ,
or the Company having $2,000,000 in net tangible assets, trading in the Common
Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act
of
1934 for non-NASDAQ and non-exchange listed securities. Under such rule,
broker/dealers who recommend such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual
income exceeding $200,000 or $300,000 jointly with their spouse) must make
a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale.
Securities
are also exempt from this rule if the market price is at least $5.00 per share,
or for warrants, if the warrants have an exercise price of at least $5.00 per
share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure related to the market for penny stocks and for trades
in
any stock defined as a penny stock. The Commission has recently adopted
regulations under such Act which define a penny stock to be any NASDAQ or
non-NASDAQ equity security that has a market price or exercise price of less
than $5.00 per share and allow for the enforcement against violators of the
proposed rules.
In
addition, unless exempt, the rules require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule prepared by the
Commission explaining important concepts involving the penny stock market,
the
nature of such market, terms used in such market, the broker/dealer's duties
to
the customer, a toll-free telephone number for inquiries about the
broker/dealer's disciplinary history, and the customer's rights and remedies
in
case of fraud or abuse in the sale.
Disclosure
also must be made about commissions payable to both the broker/dealer and the
registered representative, current quotations for the securities, and if the
broker/dealer is the sole market-maker, the broker/dealer must disclose this
fact and its control over the market.
Finally,
monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. While many NASDAQ stocks are covered by the proposed definition of
penny
stock, transactions in NASDAQ stock are exempt from all but the sole
market-maker provision for (i) issuers who have $2,000,000 in tangible assets
($5,000,000 if the issuer has not been in continuous operation for three years),
(ii) transactions in which the customer is an institutional accredited investor
and (iii) transactions that are not recommended by the broker/dealer. In
addition, transactions in a NASDAQ security directly with the NASDAQ
market-maker for such securities, are subject only to the sole market-maker
disclosure, and the disclosure with regard to commissions to be paid to the
broker/dealer and the registered representatives.
Finally,
all NASDAQ securities are exempt if NASDAQ raised its requirements for continued
listing so that any issuer with less then $2,000,000 in net tangible assets
or
stockholder's equity would be subject to delisting. These criteria are more
stringent than the proposed increased in NASDAQ's maintenance
requirements.
The
Company's securities are subject to the above rules on penny stocks and the
market liquidity for the Company's securities could be severely affected by
limiting the ability of broker/dealers to sell the Company's
securities.
EXHIBIT
A
POLICY
ON ETHICS AND BUSINESS CONDUCT
Tasco
Holdings International, Inc. is committed to always doing the right thing.
This
is why we have an ethics and compliance program and why we publish this Code
of
Ethics. The Code is specifically designated to be a part of an effective program
to prevent and detect violations of law and moral values.
The
values
embodied by the Tasco Holdings International, Inc. Code of Ethics are meant
to
guide the business decisions of the Company.
This
Code
of Ethics will apply to all officers, directors, and employees of the
Company.
Code
Of Ethics
1. |
We
will always be honest and truthful. |
2. |
We
will adhere to the letter and spirit of all applicable laws, rules,
and
regulations. |
3. |
We
will handle all actual and apparent conflicts of interest between
personal
and professional dealings in an ethical manner. |
4. |
All
public filings will contain full, fair, accurate, timely, and
understandable disclosure. |
5. |
All
public communications will include full, fair, accurate, timely,
and
understandable disclosure. |
6. |
All
employees will promptly report to the Board of Directors any violations
of
this Code. |
7. |
All
employees will be held accountable for adherence to this Code. We
will
protect employees who report violations of this Code from unfair
and undue
repercussion by those accused. |
8. |
We
will promote and sustain a work environment that fosters mutual respect,
openness, and individual integrity. |
9. |
We
will provide high quality products and
services. |