Exhibit 99.1
BIO-THRUST, INC.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Tuesday, April 12, 2005
DEAR BIO-THRUST, INC. SHAREHOLDER:
Your Company has been defunct and dormant for approximately 15 years.
Last year, current management took steps to revive and reactivate the Company.
As part of these efforts, and in exchange for the issuance of several million
shares of stock, your Company recently entered into an exclusive patent,
trademark and tradename license agreement in which it has acquired the federal
trademark applications, Easy Golf and Swing-Channel including all existing
and future patent and marketing rights to a new golf-related invention that
helps a person hit a golf ball straight. The licensor has agreed to advance
all costs of getting a utility or design patent on the device issued by the
U.S. Patent and Trademark Office, though no assurance can be given that any
such patent will ultimately issue. Since 1976, approximately 31 U.S. patents
have been issued relative to golf mats. None appear to specifically relate to
hitting a golf ball straight. The invention is intended to be marketed as
"The Easy Golf Swing-Channel Golf Mat" or simply, "The 'Swing-Channel' Golf
Mat." As part of the license agreement, your Company also acquired the web
domain name xxx.xxxxxxxx.xxx, including several other, similar web domain
names. A website with that address and which will market "The 'Swing-
Channel' Golf Mat" through the Internet or "on-line" is currently under
construction. Hopefully, this website will be accessible to the public within
the next 45 to 60 days.
Consistent with management's efforts to revive and reactivate the
Company, the existing Board of Directors has also resolved to change Bio-
Thrust's domicile from the State of Utah to that of Nevada. Under Utah and
Nevada law, you are entitled to receive the following brief summary of the
Agreement and Plan of Merger ("Agreement and Plan"). Any shareholder desiring
a complete copy of the Agreement and Plan may contact the Company at the
above-address and request the same at no cost.
As contemplated in Nevada Revised Statutes (NRS) Section 78.320 and Utah
Code Xxx. Section 16-10a-704, both of which require notice to shareholders of
corporate action without a formal meeting, your Company will soon will be
merged with and into a wholly owned Nevada subsidiary named "EASY GOLF
CORPORATION," recently formed for the sole purpose of changing your Company's
domicile to Nevada. This subsidiary, which is authorized to issue 50,000,000
common capital shares, having a par value of $0.001 per share, will be the
Survivor. The merger shall be effective at such time as Articles of Merger
have been accepted for filing by both the States of Nevada and Utah. Upon the
effective date of the merger, the Utah corporation will cease to exist by
operation of law and all existing Bio-Thrust shareholders will own shares in
the surviving Nevada corporation. The record date for purposes of the change
of domicile transaction is the close of business on April 8, 2005.
While the Agreement and Plan requires a majority vote of the issued and
outstanding shares of your Company, your Company has obtained written consents
from shareholders owning approximately 83% of the Company's issued and
outstanding shares. Because sufficient votes have been obtained in advance of
any meeting to approve the merger and change of domicile transaction, Utah law
does not require the holding of a formal shareholders' meeting. Instead,
giving the shareholders advance notice thereof is sufficient under both Utah
and Nevada law.
Nevada corporate law allows one individual to act as the sole officer
and director of a corporation. The Agreement and Plan provides that Xx. Xxxx
Xxxxxxx Xxxxxx, an attorney in Salt Lake City, Utah, will become the
Survivor's sole officer and director.
Once the merger and change of domicile is effective, you will be
entitled to receive one (1) share of EASY GOLF CORPORATION, a Nevada
corporation, for every twelve (12) shares of Bio-Thrust, Inc., a Utah
corporation, that you own and hold. Any fractional shares resulting from this
exchange ratio will be rounded up to an additional share. If you wish to have
your certificate in the Utah corporation cancelled and a new certificate in
the name of the Nevada corporation issued into your name, please send your
Utah certificate to Fidelity Transfer Company, 0000 Xxxxx Xxxx Xxxxxx Xxxxxx,
Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, or call them at 000-000-0000. You may
wish to contact Fidelity Transfer in advance to determine the cost of this
service. The Company will not be paying any stock transfer fees or costs.
Under Utah law, the merger transaction requires giving dissenters'
rights of appraisal. Reference is therefore made to Section 16-10a-1301 et
seq. of the Utah Revised Business Corporation Act available on the Internet
through the State of Utah's website. Anyone wishing to exercise dissenters'
rights, however, should appreciate that the Company, at this time, has no
assets other than its newly acquired license agreement; it has no sales or
income at the current time, not to mention a negative net worth. Moreover, an
officer of the Company is currently advancing the Company the necessary funds
to cover all costs and expenses necessary to initially market the product.
Accordingly, a court of law would not likely rule that your shares have more
than a negligible value.
Once the change of domicile transaction is accomplished, it is the
intention of management that Easy Golf Corporation will obtain audited
financial statements, whereupon it shall then undertake to file a Form 10-SB
registration statement with the U.S. Securities and Exchange Commission
("Commission"). This will cause your Company to become "fully reporting."
Such status obligates your Company to file, with the Commission, quarterly and
annual reports, all of which will be available on the Commission's on-line
database known as "Xxxxx." The Company will thereafter seek to become quoted
on the Over-The-Counter Bulletin Board (OTCBB) administered or overseen by
NASDAQ. Management can make no prediction how long this might take nor can
management guarantee or otherwise make any assurance that either the
Commission will "clear" any such registration statement or that NASDAQ will
ultimately issue or grant a symbol for quoting your Company's stock on the
OTCBB. These are factors largely beyond the Company's control. We suggest
that, over the next several months, you monitor the Commission's website at
xxx.xxx.xxx and look on its Xxxxx database to see if and when "Easy Golf
Corporation" has filed any such registration statement. At such time as the
Company obtains an OTCBB symbol, if it does, you will be able to monitor the
Company and its activities through websites such as Yahoo! Finance, Lycos or
Google, in addition to Xxxxx.
BY ORDER OF THE BOARD OF DIRECTORS
