SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement
THE INTERNET ADVISORY CORPORATION
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(Name of Registrant As Specified In Its Charter)
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THE INTERNET ADVISORY CORPORATION
150 E. 58th Street
NEW YORK, NY 10022
INFORMATION STATEMENT
June 14, 2002
This Information Statement is being furnished to stockholders of The
Internet Advisory Corporation, a Utah corporation (the "Company"), to advise
them of corporate action taken without a meeting by less than unanimous written
consent of stockholders to amend our Articles of Incorporation to change our
name to Scores Holding Company Inc. A copy of the form of Articles of Amendment
to the Articles of Incorporation is attached to this Information Statement.
Our Board of Directors fixed the close of business on May 23, 2002 as the
record date for the determination of stockholders entitled to vote on the
proposal to amend our Articles of Incorporation as described above. On May 23,
2002 there were 15,739,676 shares of our common stock issued and outstanding.
The proposed amendment to our Articles of Incorporation requires the affirmative
vote of a majority of the outstanding shares of our common stock. Each share of
common stock is entitled to one vote on the proposed amendment.
The Board of Directors, by written consent on May 22, 2002, has approved,
and stockholders holding 10,891,667 (approximately 69.2%) of our outstanding
common shares on May 23, 2002, have consented in writing, to the amendment.
Accordingly, all corporate actions necessary to authorize the amendment have
been taken. In accordance with the regulations under the Securities Exchange Act
of 1934, the authorization of the amendment to our Articles of Incorporation by
the Board of Directors and the stockholders will not become effective until 20
days after we have mailed this Information Statement to our stockholders.
Promptly following the expiration of this 20-day period, we intend to file the
amendment to our Articles of Incorporation with the Utah Department of Commerce.
The change of our name to Scores Holding Company Inc. will become effective at
the time of such filing.
Our executive offices are located at 150 E. 58th Street, New York, NY
10022.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to the holders of
our outstanding common stock, our only class of voting securities outstanding,
on or about June 17, 2002. Each holder of record of shares of our common stock
at the close of business on May 23, 2002 is entitled to receive a copy of this
Information Statement.
AMENDMENT OF ARTICLES OF INCORPORATION
Our board of directors and stockholders holding a majority of our
outstanding voting shares have approved an amendment to our Articles of
Incorporation to change the name of the Company to Scores Holding Company Inc.
The form of the Articles of Amendment to the Articles of Incorporation is
attached hereto as Exhibit A.
We believe that it is in the best interest of the Company and our
stockholders to continue our operations under a new name. In March 2002, we
acquired Go West Entertainment, Inc. ("Go West") a New York corporation formed
to establish, own and operate upscale adult entertainment nightclubs. The
principal assets of Go West are a twenty year lease (the "Lease") on a building
at 533-535 West 27th Street, New York, NY at which Go West intends to open an
adult entertainment nightclub during the fourth quarter of 2002 under the name
"Scores West" and a license agreement (the "License Agreement") with Heir
Holding Co., Inc., an affiliated Delaware corporation ("Heir") granting Go West
the right to use the "Scores" name in New York City for up to three adult
entertainment nightclubs. Heir is the owner of the intellectual property rights
respecting the name "Scores" which is a recognized name in the adult
entertainment industry owing to the success of "Scores Showroom" a successful
and well known adult entertainment nightclub operating at East 60th Street in
New York, NY since 1991. Scores Showroom is owned by Scores Entertainment, Inc.,
a New York corporation. Go West intends to model "Scores West" and all other
"Scores" clubs it may operate in the future after Scores Showroom. Scores West
will offer topless dancing, a gourmet quality restaurant and bar operations. The
Go West acquisition represents a shift in the focus of our business. Our board
believes that the Company would benefit from a name that more accurately
reflects our intended principal business.
Upon the filing of the Articles of Amendment, common stock certificates
that previously represented stock of the Company in the name of The Internet
Advisory Corporation shall be deemed to represent shares of Scores Holding
Company Inc., without any further action by the common stockholders of the
Company or any other party. Notwithstanding the foregoing, it is requested that
stockholders exchange their existing certificates for certificates bearing the
name Scores Holding Company Inc. In connection with the name change, we will
obtain a new trading symbol and CUSIP number.
NO DISSENTERS' RIGHTS
Under the Utah Revised Business Corporation Act, holders of our voting
securities are not entitled to dissenters' rights with respect to the amendment
to our Articles of Incorporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of May 23, 2002 with respect
to the beneficial ownership of shares of our common stock by (i) each person
known by us to be the owner of more
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than 5% of the outstanding shares of common stock (ii) each director and
executive officer, and (iii) all executive officers and directors as a group:
Name and Address Shares of Common Stock Percentage
of Beneficial Owner Beneficially Owned Ownership (2)
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Interactive Business Concepts, Inc. 2,900,000 18.42%
777 Bayshore Drive, #444
Ft. Lauderdale, FL 33304
Richard K. Goldring 7,566,334 (1) 48.07%
5 Fox Chase Drive
Watchung, NJ 07060
John Neilson 0 0%
c/o The Internet Advisory Corp.
150 E. 58th Street
New York, NY 10022
Joseph A. Erickson 0 0%
14 Wendy Road
Syosset, New York 11791
Elliot Osher 3,333,333 21.18%
54 Prospect Avenue
White Plains, NY 10606
William Osher 3,333,333 21.18%
2955 Shell Road
Brooklyn, NY 11224
All directors and executive officers 7,566,334 (1) 48.07%
as a group (3 persons)
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(1) Includes (i) 2,900,000 shares owned by Interactive Business Concepts,
Inc., a corporation owned by Mr. Goldring and (ii) 8,000 shares owned by
Irina Goldring, the wife of Richard Goldring.
(2) Based upon 15,739,676 shares issued and outstanding.
WHERE YOU CAN FIND MORE INFORMATION
We are required to comply with the reporting requirements of the
Securities Exchange Act. For further information about us, you may refer to:
- - our Annual Report on Form 10-KSB for the year ended December 31, 2001;
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- - our Quarterly Reports on Form 10-QSB for the quarters ended June 30, 2001,
September 30, 2001 and March 31, 2002; and
- - our Current Reports on Form 8-K filed on March 27, 2002, and Form 8-K/A
filed on May 28, 2002.
You can review these filings at the public reference facility maintained
by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC 0330 for further information on the
public reference room. These filings are also available electronically on the
World Wide Web at http://www.sec.gov.
June 14, 2002 By the Order of the Board of Directors
John Neilson
Secretary
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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
THE INTERNET ADVISORY CORPORATION
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, the undersigned corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is The Internet Advisory Corporation.
SECOND: The following amendment to the Articles of Incorporation of The
Internet Advisory Corporation was duly adopted by the directors and stockholders
of the corporation in the manner prescribed by the Utah Revised Business
Corporation Act, to-wit:
ARTICLE I - NAME
The name of this corporation is "Scores Holding Company Inc."
THIRD: This amendment does not provide for any exchange, reclassification
or cancellation of issued shares.
FOURTH: The amendment changing the corporation's name to "Scores Holding
Company Inc." was adopted by the stockholders on May 23, 2002.
FIFTH: (a) The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
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Common 15,739,676
(b) The number of shares voted for such amendments was 10,891,667,
with none opposing and none abstaining.
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IN WITNESS WHEREOF, the undersigned President and Secretary, having been
thereunto duly authorized, have executed the foregoing Articles of Amendment for
the corporation under the penalties of perjury this _______ day of ____, 2002.
THE INTERNET ADVISORY
CORPORATION
By:
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Name: Richard Goldring
Title: President
ATTEST:
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Name: John Neilson
Title: Secretary
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