EXHIBIT 10.51
SUPPLEMENT #1 TO
THE PRIVATE PLACEMENT OFFERING OF
XXXXXX XXXXXXX PROMOTIONS, INC.
THE DATE OF SUPPLEMENT IS MARCH 19, 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;
The Company has recently been informed by the staff of the SEC, that they
have received approval from the SEC to bring a civil injunction action against
Xxxxxx Xxxxxxx Promotions, Inc. and its officers and directors. While the
Company has not yet been served with formal documents in connection with any
such proceeding, and, accordingly, is unable to state, with any certainty, the
exact violations of securities laws that will be stated in such complaint or the
names of each of the individuals that will be named in such complaint, it may be
expected that the complaint will cover all of the violations set forth above,
and that the individuals named will include all of the Company's officers and
directors.
The remedies which the SEC may seek in connection with the proposed action
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; and
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.
The Company and its officers and directors intend to vigorously defend
themselves against any action by 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:___________________________________
