$tacks Upon $tacks Of Moolah

[Art2Gecko]

VAOM - doh!!

from their last 10-q (lol)

http://www.sec.gov/Archives/edgar/data/61500/000120095203000742/vaom_10k30829.txt

THE COMPANY BELIEVES IT HAS VIOLATED DELAWARE STATE LAW

The Company's Certificate of Incorporation, as amended, currently
authorizes the issuance of up to 50 million shares of VAOM Common Stock. It has
come to the Company's attention that, as a result of the conversion of the VAOM
Debentures into VAOM Common Stock coupled with the decrease in the trading price
of VAOM Common Stock, investors were entitled to more shares of VAOM Common
Stock than authorized. As a result, as of August 28, 2003, the Company has
61,110,595 shares of VAOM Common Stock issued, which exceeds the number of
shares authorized. Under the state law of Delaware, the issuance of VAOM Common
Stock in excess of the amount authorized may be voidable, but can be cured. It
may be possible to cure the overissuance by having the Company's board of
directors approve an amendment to the Company's Certificate of Incorporation so
long as the Company's stockholders agree. If this cannot be accomplished, the
Company may be liable to the holders of the VAOM Common Stock issued in excess
of the authorized amount in an amount equal to 11,110,595 shares (the number of
shares issued in excess of the amount authorized) multiplied by the price each
such share was issued for (which ranged from approximately $.084 to $.0001 per
share). The overissuance, together with the Company's inability to increase its
authorized number of shares has practically eliminated the Company's ability to
raise capital. The Company believes it will not be able to continue trading VAOM
Common Stock, increase its capital resources or engage in a business combination
transaction until the overissuance is cured and the Company increases the
authorized number of shares of VAOM Common Stock.

Section 271 of the Delaware General Corporation Law provides that a
corporation may at a meeting of its board of directors sell all or substantially
all of its property and assets when and as authorized by a resolution adopted by
the holders of a majority of the outstanding stock of the corporation entitled
to vote on such a matter. On March 20, 2002, Braulio Gutierrez, who was then
President and a director of the Company, and Braulio Gutierrez's sister,
Patricia Gutierrez, who was then Vice President, Treasurer and a director of the
Company, resigned from the Company. Subsequently, the Company assigned to
Braulio Gutierrez the Encore Builders Common Stock held by the Company. This
assignment may be deemed a sale of substantially all of the Company's property
and assets and may have required the approval of the Company's stockholders. By
not attaining stockholder approval, the Company may have violated Delaware state
law. If so, the transaction could be challenged by the Company's stockholders
who could seek to undo the transaction and compel the Company to obtain the
assigned Encore Builders Common Stock. It is, however, unclear given its value
whether the Encore Builders Common Stock is worth any legal expense. If the
Company's stockholders did file a derivative suit on behalf of the Company, the
Company would also have to bear the costs of such a suit. Any such action could
have a substantial impact on the Company's liquidity, and as the Company
currently has no revenues, could substantially and negatively impact the
Company's capital resources. The Company intends to seek stockholder approval
to, among other things, ratify the assignment and provide a related information
statement on Schedule 14C to its stockholders shortly after the Company is
satisfied it has resolved any of the SEC's comments on such Schedule 14C.