The Golden Lounge

[Chimere]

HOMI today’s filing

CHANGE OF CONTROL
The following summary of the Agreement is qualified in its entirety by references to the Agreement, a copy of which has been filed as an exhibit to the Company's Current Report on Form 8-K dated December 22, 2004.

General

The Agreement was entered into on December 22, 2004. Pursuant to the Agreement, the Company will acquire 100% of the issued and outstanding capital stock of Hudson and its business operations through a statutory merger of Hudson Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company with and into Hudson, with Hudson as the surviving corporation and a wholly-owned subsidiary of the Company. At the effective time of this merger, all of the issued and outstanding shares of common stock in Hudson will be converted into the right to receive shares of common stock of the Company (each, a "New Share") and all of the Company's business operations will be the operations of Hudson. New Shares will constitute approximately 94% of the issued and outstanding shares of the Company's common stock immediately after the consummation of the transactions contemplated by the Agreement.

Control of the Company

At present, 9,782,720 shares of the Company's common stock are issued and outstanding. No options to purchase shares are issued or outstanding. The Company will issue 154,672,613 shares of its common stock to Hudson, or 94% of all shares issued and outstanding after such issuance. The current shareholders of Hudson will therefore acquire control of the Company immediately after the consummation of the transactions contemplated by the Agreement.