definitive agreement for the sale of Infotopia Ohio
May 30, 2001
Dear Shareholders,
I am proud to announce that a definitive agreement for the sale of Infotopia Ohio (the operating entity which contains all the revenue and expenses of the Company) to EntrePort (AMEX: ENP) will be completed today. The deal has been modified and is now a much better deal for the shareholders of Infotopia (OTCBB: IFTP). The $2,000,000.00 in cash that was originally included has been reduced to $500,000.00 and the shares that ENP shareholders will now keep has been increased from 680,000 shares to one million shares. In order to reduce EntrePort shareholders to one million shares, EntrePort will undertake a 19:1 reverse split, prior to the completion of the acquisition of Infotopia Ohio. Infotopia Nevada will receive 13,100,000 units, consisting of one common share of common stock and ½ warrant at $5.00 per share and a 1/4 warrant at $12.00 per share. The total issued and outstanding in ENP will be approximately 15,400,000 shares. Infotopia Nevada will hold 85.1% ownership in the new share structure in ENP after the acquisition of Infotopia Ohio is completed.
Infotopia Nevada (IFTP) will continue to trade on the OTCBB until such time as a liquidating distribution is made to its shareholders of the ENP units. A liquidating distribution cannot take place until the units have been registered and the common shares in the units are free trading. ENP will agree to file a registration statement on those units within sixty days of the completion of the acquisition of Infotopia, Ohio. Infotopia Nevada will change its name to I Holdings and change its symbol to IHLD also upon the completion of the sales of Infotopia, Ohio. This will help alleviate any confusion between the new ENP, with Infotopia Ohio and Infotopia Nevada (IFTP). Until a liquidating distribution is completed, as a result of its 85% holdings IHLD will continue to report 100% of the revenue and 85% of the profit of the new ENP, which would then include Infotopia, Ohio.
Infotopia Ohio will immediately change its name to ModernBrands, Inc. and when the EntrePort transaction is completed, will apply for the symbol MDB to trade on the American Stock exchange. As a result of the definitive agreement between ENP and Infotopia. Infotopia Ohio plans to complete a series of strategic partnerships and acquisitions that will further establish the new ModernBrands, Inc. as one of the fastest growing, innovative, Brand Building Companies in the United States.
How does the sale of Infotopia Ohio to ENP increase shareholder value?
The increase in shareholder value will come from a variety of sources:
1. . The primary value will be that financial institutions and analysts will now be able to provide independent evaluations of our Company’s progress. The Company’s growth can be properly evaluated and our success should make us an attractive candidate to many institutions.
2. American Stock exchange shares are now marginable. This should provide additional liquidity to our shareholders and help to keep long-term believers in Infotopia from selling stock when they need liquidity.
3. The ability to track short positions will be of significant value to the shareholders and Company; we will be able to more closely monitor the movement of our stock and work quickly to help identify problems areas and work closely to resolve problem areas.
When will the EntrePort transaction be finalized?
Proxy statements are being prepared at this time and should be submitted to the SEC next week. It is anticipated this process is to be completed by approximately July 15, 2001. At this time the symbol of ENP is anticipated to become MDB.
What firm will be our specialist for the American Stock Exchange?
Our specialist will be Bear Hunter Specialists, LLC, who will utilize AEGIS Specialist, LLC. This strategic relationship is a key component to our Company’s future success in capital support. Bear Hunter is jointly owned by Bear Stearns & company, Inc. and Hunter Partners, LLC and is the second largest specialist firm on the floor of the American Stock Exchange. Bear Hunter represents the financial resources of one of Wall Street’s leading investment banks, Bear Stearns & Company, Inc., combined with market knowledge, advanced technology and trading expertise of Hunters Partners LLC. AEGIS specialist LLC has a significant presence in equities trading on the AMEX Floor for the past twenty-five years.
Will the dilution stop when Infotopia begins trading on the AMEX?
Dilution has been necessary to fund the growth and launch of the successful products that have now brought us to this point. However, we reach positive cash flow in June and our confident that the type of dilution that has occurred in the past is over. MDB outstanding shares should remain fairly constant.
What made ENP so attractive as opposed to a company with real revenues and an already operating business that could have complimented Infotopia?
Significant dilution would have occurred for our shareholders, we minimized additional dilution, and maintained control of our Company and achieved our objective of reaching a national market.
Will the Officer Contracts be changed?
All the officer’s contracts have been changed eliminating all the provision as was published in regards to stock. Daniel Hoyng, Ernest Zavoral and Marek Lozowicki have also removed the percentage options that allowed them to acquire additional shares when the issued shares were increased. An employee stock option program that will grant employees options at market will replace all current stock items in employment contracts. These changes were made to make the Company attractive to institutional investors.
Will the Board of Directors be changed?
The Board of Directors of the new ENP will consist of Daniel Hoyng, Ernest Zavoral and three outside directors.
Sincerely,
Daniel Hoyng
Chairman & CEO
