EXHIBIT 10.52
SUPPLEMENT #2 TO
THE PRIVATE PLACEMENT OFFERING OF
XXXXXX XXXXXXX PROMOTIONS, INC.
THE DATE OF SUPPLEMENT IS MARCH 29, 2004
Reference is hereby made to the Subscription Agreement relating to the
offering by Xxxxxx Xxxxxxx Promotions, Inc. (the "Company") of up to $2,000,000
of the Company's 10% Convertible Promissory Notes and Warrants to purchase
common stock. In connection therewith, the Company hereby informs potential
subscribers to the Company's private placement offering as follows:
SEC Enforcement Action
Paragraph 4(b) of the Subscription Agreement provides, in relevant part, as
follows:
"The Purchaser and its Advisors have carefully reviewed such documents and
understand the information contained therein, including the Form 8-K filed
by the Company with the SEC on July 25, 2003 which gave rise to the Company
being informed by the staff of the SEC that it intends to recommend that
the SEC bring a civil injunction action against Xxxxxx Xxxxxxx Promotions,
Inc. and its officers and directors, alleging that they violated Section
10(b) of the Securities Exchange Act of 1934 and Exchange Rule 10b-5
thereunder. The staff also alleges that the officers violated Section
302(a) of the Public Company Accounting Reform and Investors Protection Act
of 2002 and Exchange Act Rule 13a-14 thereunder. In addition, the staff
further alleges that the officers and directors aided and abetted Xxxxxx
Xxxxxxx Promotions, Inc.'s violation of the Exchange Act Sections 13(a),
13(b) (2) (A), 13 (b) (2) (B) and Exchange Act Rules 12b-20 and 13a-1
thereunder;
On March 24, 2004, the SEC brought a civil action against Xxxxxx Xxxxxxx
Promotions, Inc. and its officers and directors. The action alleges violations
of the Rules and Regulations described above and in general alleges that the
Company's 10-KSB, as originally filed, contained material misstatements and
omissions. The remedies sought by the SEC include, but are not limited to:
o Monetary fines levied upon the Company and its officers and directors;
o Removal of the Company's current officers from their positions and a
prohibition from such individuals serving in such capacity for other
publicly traded corporations;
o Removal of the current members of the Company's board of directors
from their positions and a prohibition from such individuals serving
in such capacity for other publicly traded corporations; and
o Permanently restraining and enjoining the Company, its officers and
directors from violating the federal securities laws, rules and
regulations in the future.
The Company and its officers and directors intend to vigorously defend
themselves against the SEC. If, however, the SEC were to be successful in its
efforts, the Company's business, operations and financial condition could be
materially adversely affected.
AS THE FOREGOING REPRESENTS MATERIAL INFORMATION AND EVENTS SINCE THE DATE OF
THE SUBSCRIPTION AGREEMENT, YOU ARE REQUIRED TO ACKNOWLEDGE AND AGREE THAT YOU
HAVE RECEIVED AND REVIEWED THE FORGOING INFORMATION. ACCORDINGLY, YOU MUST SIGN
THIS SUPPLEMENT IN THE SPACE PROVIDE BELOW BEFORE YOUR SUBSCRIPTION CAN BE
ACCEPTED.
_______________________________________(Print)
Name Of Subscriber
_______________________________________
Signature of Subscriber
Date:___________________________________
IF THE CUSTOMER WISHES TO RESCIND HIS/HER INVESTMENT, PLEASE SIGN BELOW FOR A
RETURN OF FUNDS;
_______________________________________(Print)
Name Of Subscriber
_______________________________________
Signature of Subscriber
