-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INyAH/DLgX8mpte6yINL46QGSJiymQVy508M0BSx+29t+EcMq9cr0hNmSuwSBh// mZWoxjoXrGWG3nMSlXEBjw== 0001264931-04-000259.txt : 20041229 0001264931-04-000259.hdr.sgml : 20041229 20041229173306 ACCESSION NUMBER: 0001264931-04-000259 CONFORMED SUBMISSION TYPE: PREM14C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAIRMAX INTERNATIONAL INC CENTRAL INDEX KEY: 0000821524 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133422912 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREM14C SEC ACT: 1934 Act SEC FILE NUMBER: 814-00668 FILM NUMBER: 041232049 BUSINESS ADDRESS: STREET 1: 9900 W. SAMPLE RD., STE. 300 CITY: CORAL SPRINGS STATE: FL ZIP: 33065 BUSINESS PHONE: 954-825-0299 MAIL ADDRESS: STREET 1: 9900 W. SAMPLE RD., STE. 300 CITY: CORAL SPRINGS STATE: FL ZIP: 33065 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL BEAUTY CORP DATE OF NAME CHANGE: 20011010 FORMER COMPANY: FORMER CONFORMED NAME: BEAUTYMERCHANT COM INC DATE OF NAME CHANGE: 19991029 FORMER COMPANY: FORMER CONFORMED NAME: ATR INDUSTRIES INC/NV/ DATE OF NAME CHANGE: 19990427 PREM14C 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary information statement [_] Confidential, for use of the Commission only (as permitted by Rule 14c-6(d)(2)) [_] Definitive information statement Company Name: HAIRMAX INTERNATIONAL, INC. Payment of filing fee (check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14c-5(g)and 0-11 (1) Title of each class of securities to which transaction applies: Common Stock, $.001 par value. (2) Aggregate number of securities to which transaction applies: 206,921,001 shares of Common Stock. (3) Per unit price/underlying value pursuant to Exchange Act Rule 0-11: N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: N/A [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: -1- HAIRMAX INTERNATIONAL, INC. 9900 West Sample Road, Suite 300 Coral Springs, Florida 33065 December 28, 2004 Dear Shareholder: The enclosed information statement is being furnished to shareholders of record on December 28, 2004, of Hairmax International, Inc. ("HRMX" or the "Company"), a Nevada corporation, in connection with one proposal to amend the corporate charter to change the name of the corporation from Hairmax International, Inc. to China Digital Media Corporation, which was approved by action by written consent without a meeting of a majority of all shareholders entitled to vote on the record date (the "Name Change Proposal"). WE ARE NOT ASKING FOR A PROXY AND SHAREHOLDERS ARE NOT REQUESTED TO SEND US A PROXY. Our board of directors has fully reviewed and unanimously approved the Name Change Proposal. Holders of approximately 86% of our common stock have executed a written consent in favor of the proposals described herein. However, under federal law these proposals will not be effected until at least 20 days after a definitive Information Statement has first been sent to shareholders who have not previously consented. By Order of the Board of Directors, /s/ Edward A. Roth - --------------------- Edward A. Roth President -2- UNITED STATES SECURITIES AND EXCHANGE COMMISSION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C PROMULGATED THERETO HAIRMAX INTERNATIONAL, INC. Contents Introduction 3 Item 1. Information Required by Items of Schedule 14A 4 A. No Time, Place or Date for Meeting of Shareholders 4 B. Dissenters' Rights 4 C. Voting Securities and Principal Holders Thereof 4 D. Amendment of Charter - Name Change Proposal 5 Reasons and Benefits of the Transaction 5 E. Federal Tax Consequences 6 Item 2. Statements that Proxies are not Solicited 6 Item 3. Interest of Certain Persons 6 Item 4. Other and General Information 6 Item 5. Documents Incorporated By Reference 7 Exhibit 10 Plan of Exchange 8 INTRODUCTION The majority shareholders of this 1934 Act Registrant, Hairmax International, Inc., have taken an Action By Majority Shareholders Consent Without A Meeting (hereinafter, "Majority Shareholder Action") pursuant to NRS 78.320, to change the name of the corporation to China Digital Media Corporation. This Information Statement is being filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 and provided to the Company's shareholders pursuant to Rule 14c-2 thereunder. The Company has signed a Plan of Exchange, dated December 28, 2004 (the "Plan of Exchange"), with Arcotect Digital Technology Ltd., a corporation organized under the laws of Hong Kong ("ADT"), pursuant to which it will acquire ADT in a two-step transaction authorized pursuant to NRS 92A.120. In the first step, the shareholders of ADT (the "ADT Shareholders") acquired 2,850,000 shares of the Company's Series A Convertible Preferred Stock, each share of which is convertible into 200 shares of common stock. In the second step, the Company will issue 20 million shares of common stock to the ADT Shareholders in exchange for all of their shares of capital stock of ADT, whereupon ADT will become a wholly-owned subsidiary of the Company. An executed copy of the Plan of Exchange is attached hereto as Exhibit 10. The Company will file a Current Report on Form 8-K with the Securities and Exchange Commission reporting the execution of the Plan of Exchange, as well as an Information Statement on Schedule 14F-1 ten days prior to the change of control of the Company, which will occur as promptly as practicable after the date hereof. We are a Nevada corporation. We are a fully-reporting 1934 Act company, with our common stock quoted on the Over the Counter Bulletin Board (OTCBB). -3- Information about us can be found in our December 31, 2003 Annual Report filed on Form 10-KSB and our September 30, 2004 Quarterly Report filed on Form 10QSB. Additional information about us can be found in our public filings that can be accessed electronically by means of the SEC's home page on the Internet at http://www.sec.gov, or at other Internet sites such as http://www.freeedgar.com, as well as by such other means from the offices of the SEC. ITEM 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A A. NO TIME, PLACE OR DATE FOR MEETING OF SHAREHOLDERS There WILL NOT be a meeting of shareholders and none is required under applicable Nevada statutes when an action has been approved by written consent by holders of a majority of the outstanding shares of our common stock. This Information Statement is first being mailed on or about December 28, 2004 to the holders of Common Stock as of the Record Date on December 28, 2004. B. DISSENTERS' RIGHTS. Under Nevada law, our shareholders do not have dissenters' rights in connection with any of the actions that were approved as disclosed in this Information Statement. C. THE VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF. The proposal to amend the corporate charter to change the name of the corporation to China Digital Media Corporation was approved by the action of a majority of all shareholders entitled to vote on the record date. This is Majority Shareholder Action, pursuant to NRS 78.320. The vote required for approval was 50% (of all entitled shareholders) plus one vote, a simple majority. The actual affirmative vote was 85.67% of all shares issued and outstanding. The proposal is not effective before first completion of this Section 14(c) compliance, and second the mailing or delivery of a definitive Information Statement to shareholders at least 20 days prior to the date that this corporate action may take place. VOTING SECURITIES OF THE COMPANY: ON DECEMBER 28, 2004, THE RECORD DATE, THERE WERE 206,921,001 SHARES OF COMMON STOCK ISSUED AND OUTSTANDING. THE COMPANY AUTHORIZED A 100:1 REVERSE STOCK SPLIT ON NOVEMBER 22, 2004, WHICH WILL BECOME EFFECTIVE ON JANUARY 7, 2005, UPON THE EXPIRATION OF THE 20 DAY WAITING PERIOD REQUIRED BY RULE 14C-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EACH SHARE OF COMMON STOCK ENTITLES THE HOLDER THEREOF TO ONE VOTE ON EACH MATTER THAT MAY COME BEFORE A MEETING OF THE SHAREHOLDERS. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT: The sole class of equity securities of the Company issued and outstanding is the common stock. The table on the following page sets forth, as of December 28, 2004, certain information with respect to the common stock beneficially owned by (i) each Director, nominee and executive officer of the Company; (i) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors, nominees and executive officers as a group. -4-
OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF DECEMBER 28, 2004 - -------------------------------------------------------------------------------- Name and Address of Amount and nature Percentage Beneficial Owner of Beneficial (1) of Class Ownership - -------------------------------------------------------------------------------- Edward A. Roth President P.O. Box 9637 Coral Springs, FL 33069 177,263,001 85.67% - -------------------------------------------------------------------------------- All Officers and Directors as a Group 182,509,686 88.20% - -------------------------------------------------------------------------------- Total Shares Issued and Outstanding 206,921,001 100.00% - --------------------------------------------------------------------------------
Notes to the table: (1) Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. D. AMENDMENT OF CHARTER - NAME CHANGE PROPOSAL. The proposal to amend the corporate charter to change the name of the corporation to China Digital Media Corporation, was approved by the action of a majority of all shareholders entitled to vote on the record date and by the Company's Board of Directors. The amendment to the Charter will take effect no sooner than January 28, 2005. REASONS FOR AMENDMENT. The Company has signed a Plan of Exchange with ADT pursuant to which it will acquire ADT in a two-step transaction authorized pursuant to NRS 92A.120 on the Closing date. Upon consummation of the exchange transaction, ADT will become a subsidiary of the Company. Accordingly, the Company desires to change its name to something that reflects its new business as a holding company for the ADT subsidiary and possibly other companies that may be acquired in the future by the Company. E. FEDERAL TAX CONSEQUENCES. There are no tax consequences to the Name Change Proposal. -5- ITEM 2. STATEMENTS THAT PROXIES ARE NOT SOLICITED. WE ARE NOT ASKING FOR A PROXY AND SHAREHOLDERS ARE NOT REQUESTED TO SEND US A PROXY. ITEM 3. INTEREST OF CERTAIN PERSONS. Set forth below is the substantial interest, direct or indirect, by security holdings or otherwise, of each person who has been a director or officer of the Company at any time since the beginning of the last fiscal year in the matters that action was taken upon by Majority Shareholder Action as described in this Information Statement on Schedule 14C: - -------------------------------------------------------------------------------- Title of Class Name and Address Amount Nature Percent Common Edward A Roth 177,263,001 Direct 85.67% P.O. Box 9637 Coral Springs, FL 33069 ITEM 4. OTHER AND GENERAL INFORMATION. Our Annual Report on Form 10-KSB, for the year ended December 31, 2003, including audited financial statements as of that date, and our Quarterly Report on Form 10QSB, for the quarter ended September 30, 2004, are available from us on request. Further information is available by request or can be accessed on the Internet. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files annual and quarterly reports, proxy statements and other information with the Securities Exchange Commission (the "SEC"). Reports, proxy statements and other information filed by HRMX can be accessed electronically by means of the SEC's home page on the Internet at http://www.sec.gov or at other Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com. You can read and copy any materials that we file with the SEC at the SEC'S Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy of any public filing is also available, at no charge, from the Company. -6- ITEM 5. DOCUMENTS INCORPORATED BY REFERENCE. (a) The Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 is hereby incorporated by reference. (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004 is hereby incorporated by reference. HAIRMAX INTERNATIONAL, INC. By: /s/ Michael J Bongiovanni ---------------------------- Michael J Bongiovanni Chief Financial Officer Dated: December 28, 2004 -7- Exhibit 10. Plan of Exchange dated December 28, 2004 EX-10 2 doc2.txt PLAN OF EXCHANGE, DATED 12/28/04 PLAN OF EXCHANGE BY WHICH HAIRMAX INTERNATIONAL, INC. (A NEVADA CORPORATION) SHALL ACQUIRE ARCOTECT DIGITAL TECHNOLOGY LTD. (A CORPORATION ORGANIZED UNDER THE LAWS OF HONG KONG) I. RECITALS 1 1. The Parties to this Agreement: 1 (1.1) Hairmax International, Inc. 1 (1.2) Arcotect Digital Technology Ltd. 1 (1.3) Edward A. Roth 1 (1.4) Arcotect Shareholders 1 2. The Capital of the Parties: 1 (2.1) The Capital of HRMX 1 (2.2) The Capital of Arcotect 1 3. Transaction Descriptive Summary: 1 4. SEC compliance. 2 5. Nevada compliance. 2 6. Audited Financial Statements. 2 II. PLAN OF EXCHANGE 3 1. Conditions Precedent to Closing. 3 (1.1) Shareholder Approval. 3 (1.2) Board of Directors. 3 (1.3) Due Diligence Investigation. 3 (1.4) The rights of dissenting shareholders 3 (1.5) All of the terms, covenants and conditions 3 (1.6) The representations and warranties 3 (1.7) Certificate of The Majority Shareholders 4 2. Conditions Concurrent and Subsequent to Closing. 4 (2.1) Stock Transfer and new issuance. 4 3. Plan of Exchange 5 (3.1) Exchange of Shares: 5 (3.2) Conversion of Outstanding Stock: 5 (3.3) Closing/Effective Date: 5 (3.4) Surviving Corporations 5 (3.5) Rights of Dissenting Shareholders: 5 (3.6) Service of Process: 5 (3.7) Surviving Articles of Incorporation: 5 (3.8) Surviving By-Laws: 5 (3.9) Further Assurance, Good Faith and Fair Dealing: 5 (3.10) General Mutual Representations and Warranties. 6 (3.10.1) Organization and Qualification. 6 (3.10.2) Corporate Authority. 6 (3.10.3) Ownership of Assets and Property. 6 (3.10.4) Absence of Certain Changes or Events. 6 (3.10.5) Absence of Undisclosed Liabilities. 7 (3.10.6) Legal Compliance. 7 (3.10.7) Legal Proceedings. 8 (3.10.8) No Breach of Other Agreements. 8 (3.10.9) Capital Stock. 8 (3.10.10) SEC Reports, Liabilities and Taxes 8 (3.10.11) Brokers' or Finder's Fees 8 (3.11) Post Closing Covenants 9 (3.12) Miscellaneous Provisions 9 (3.12.1) 9 (3.12.2) 9 (3.12.3) 9 (3.12.4) 9 (3.12.5) 9 (3.12.6) 9 4. Termination. 10 5. Simultaneous Signing and Closing 10 6. Execution in Counterparts Signatures The Remainder of this Page is Intentionally left Blank PLAN OF EXCHANGE BY WHICH HAIRMAX INTERNATIONAL, INC. (A NEVADA CORPORATION) SHALL ACQUIRE ARCOTECT DIGITAL TECHNOLOGY LTD. (A CORPORATION ORGANIZED UNDER THE LAWS OF HONG KONG) THIS PLAN OF EXCHANGE is made and dated this 28th day of December, 2004 and shall be construed and enforced together with the Letter of Intent signed between the parties on December 14, 2004 (the "LOI") and the Escrow Agreement signed on December 14, 2004 (the "Escrow Agreement"). To the extent that there may be any inconsistency or conflict among this Agreement, the LOI and/or the Escrow Agreement, the Escrow Agreement shall prevail. This Agreement anticipates extensive due diligence by both parties, and may be terminated by written notice, at any time (i) by mutual consent; (ii) by any party during the due diligence phase. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK I. RECITALS 1. THE PARTIES TO THIS AGREEMENT:11. THE PARTIES TO THIS LETTER OF INTENT: (1.1) HAIRMAX INTERNATIONAL, INC. ("HRMX"), a Nevada corporation. (1.2) ARCOTECT DIGITAL TECHNOLOGY LTD ("ADT"), a corporation organized under the laws of Hong Kong. (1.3) EDWARD A ROTH, President of HRMX, and, together with his wife, Alisha Roth, being the majority shareholders of HRMX (the "Majority Shareholders of HRMX"). (1.4) THE INDIVIDUAL SHAREHOLDERS OF ADT whose names are set forth on the signature page hereof (the "ADT Shareholders"). 2. THE CAPITAL OF THE PARTIES: (2.1) THE CAPITAL OF HRMX consists of 500,000,000 shares of common voting stock of $0.001 par value authorized, of which 206,921,001 shares are issued and outstanding. HRMX intends to undertake a 100 for 1 reverse stock split which would result in the total number of outstanding shares being reduced to 2,069,210. HRMX also has 40,000,000 shares of Series A convertible preferred stock of $.001 par value authorized, of which 2,850,000 shares are issued and outstanding, and 1,000 shares of Series B convertible preferred stock, of which none are issued and outstanding. After consummation of the transactions contemplated herein, the parties intend that ADT Shareholders will own 90.62% of the issued and outstanding shares of common stock of HRMX. (2.2) THE CAPITAL OF ADT consists of HK$10,000 in registered capital, which for the purposes of this Agreement, is referred to as "common stock" or "capital stock". 3. TRANSACTION DESCRIPTIVE SUMMARY: HRMX desires to acquire ADT and the ADT Shareholders wish ADT to be acquired by a public company. The ADT Shareholders will exchange 100% of the capital stock of ADT for (i) 2,850,000 outstanding shares of HRMX Series A convertible preferred stock such transfer to be made on the date of execution of this Agreement and (ii) 20,000,000 (post-reverse stock split) new shares of HRMX common stock to be transferred to the ADT Shareholders on the Closing Date which shall in no event be later than January 7, 2005. In addition, the ADT Shareholders will make the second of two payments to the Majority Shareholders of HRMX of $400,000 in the aggregate, the first payment having already been paid in escrow pursuant to the Escrow Agreement. The parties intend that the transactions qualify and meet the Hong Kong Inland Revenue Department and US Internal Revenue Code requirements for a tax free reorganization, in which there is no corporate gain or loss recognized for the parties, with reference to Internal Revenue Code (IRC) sections 354 and 368. 4. SEC COMPLIANCE. HRMX shall cause the filing and the mailing to its stockholders of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, before Closing. 5. NEVADA COMPLIANCE. Articles of Exchange are required to be filed by Nevada law as the last act to make the acquisition final and effective under Nevada law. 6. AUDITED FINANCIAL STATEMENTS. Certain filings under the Securities Exchange Act of 1934, such as a Current Report on Form 8-K, require audited financial statements of ADT to be filed with the SEC within 71 calendar days after Closing. In connection with HRMX's (or as its name may be changed by agreement of the parties) filing of a Current Report on Form 8-K after Closing, as it relates to this transaction, audited financial statements of ADT will be prepared and filed with the SEC. The Remainder of this Page is Intentionally left Blank II. PLAN OF EXCHANGE 1. CONDITIONS PRECEDENT TO CLOSING. (1.1) SHAREHOLDER APPROVAL. Each corporate party shall have secured shareholder approval for this transaction, if required, in accordance with the laws of its place of incorporation and its constituent documents. (1.2) BOARD OF DIRECTORS. The Boards of Directors of each corporate party shall have approved the transaction and this agreement, in accordance with the laws of its place of incorporation and its constituent documents. (1.3) DUE DILIGENCE INVESTIGATION. Each party shall have furnished to the other party certain corporate and financial information to conduct its respective due diligence. If any party determines that there is a reason not to complete this Agreement as a result of their due diligence examination, then they must give written notice to the other party prior to the expiration of the due diligence examination period. The Due Diligence period, for purposes of this paragraph, shall expire on the Closing Date. The Closing Date shall occur on the date mutually agreed upon by the parties, subject to the meeting of various regulatory requirements and the fulfillment of all the conditions precedent. (1.4) THE RIGHTS OF DISSENTING SHAREHOLDERS, if any, of each party shall have been satisfied and the Board of Directors of each party shall have determined to proceed with this Agreement. (1.5) ALL OF THE TERMS, COVENANTS AND CONDITIONS of this Agreement to be complied with or performed by each party for Closing shall have been complied with, performed or waived in writing; and (1.6) THE REPRESENTATIONS AND WARRANTIES of the parties, contained in this Agreement , except as amended, altered or waived by the parties in writing, shall be true and correct in all material respects at Closing with the same force and effect as if such representations and warranties are made at and as of such time; and each corporate party hereto shall provide the other with a certificate, certified either individually or by an officer, dated the Closing Date, to the effect, that all conditions precedent have been met, and that all representations and warranties of such party are true and correct as of that date. The form and substance of each party's certification shall be in a form reasonably satisfactory to the other. In addition, it shall be a condition precedent of ADT's obligation to consummate the transactions contemplated herein that a certificate of good standing on HRMX shall have been delivered to it by the Secretary of State of Nevada. (1.7) CERTIFICATE OF THE MAJORITY SHAREHOLDERS OF HRMX. It shall be a condition precedent to the obligation of ADT and the ADT Shareholders to consummate the transactions contemplated herein that a certificate of the Majority Shareholders of HRMX in substantially the following form be delivered to them on the date of execution: (I) HRMX is a corporation duly organized, validly existing and in good standing underthe laws of the State of Nevada and has all requisite corporate power to own, operate and lease its properties and assets and to carry on its business. (II) The authorized capitalization and the number of issued and outstanding capital shares of HRMX are accurately and completely set forth in this Agreement. (III)The issued and outstanding shares of HRMX (including the 20,000,000 (post-reverse stock split) new shares of HRMX common stock to be issued to the ADT Shareholders at Closing) have been or (as the case may be) will be duly authorized and validly issued and are fully paid and non-assessable. (IV) HRMX currently has the full right, power and authority to sell, transfer and deliver 2,850,000 shares of its series A convertible preferred stock and, pending its de-registration as a US Business Development Corporation, will have the full right, power and authority to sell, transfer and deliver 20,000,000 (post-reverse stock split) shares of its common stock to the ADT Shareholders, and, upon delivery of the certificates representing such shares as contemplated in this Agreement , will transfer to the ADT Shareholders good, valid and marketable title thereto, free and clear of all liens. (V) The holders of HRMX's series A convertible preferred shares shall (a) be entitled to receive common stock dividends or other distributions when, as, and if declared by the directors of HRMX, with the holders of the common stock on an as converted basis; (b) be convertible, at the option of the holder thereof, at any time after the date of issuance into 200 shares of fully paid and nonassessable shares of HRMX common stock and upon conversion; and (c) shall entitle holders of such converted common stock to notice of any shareholders' meeting and to vote as a single class upon any matter submitted to the shareholders for a vote on the basis that the holders of each series of Preferred Stock shall have one vote for each full share of common stock into which share of such series would be convertible on the date for the vote relative to the single vote per share of Common Stock held as of such date. (VI) To the best of his knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against or relating to HRMX. (VII)HRMX has taken all steps in connection with this Agreement and the issuance of shares thereunder which are necessary to effect and validly complete the transactions contemplated in this Agreement and to comply in all material respects with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as well as the rules and regulations promulgated pursuant thereto. (1.8) TRANSFER OF OUTSTANDING STOCK. On the execution date of this Agreement, the Majority Shareholders of HRMX shall have transferred to the ADT Shareholders 2,850,000 shares of its Series A convertible preferred stock. (1.9) BOARD CONTROL. HRMX and the Majority Shareholders of HRMX shall effect the resignations of all of then current directors of HRMX prior to the Closing Date and the ADT Shareholders shall have effected a change of control over HRMX with the appointment of all of the new directors. (1.10) REGULATORY FILINGS. HRMX and the Majority Shareholders of HRMX having procured all necessary regulatory filings, consents and approvals to complete, validate and give effect to all of the transactions contemplated in this Agreement up to the Closing Date. 2. CONDITIONS CONCURRENT AND SUBSEQUENT TO CLOSING. (2.1) REGULATORY FILINGS. HRMX and the Majority Shareholders of HRMX shall procure all necessary regulatory filings, consents and approvals to complete, validate and give effect to all of the post-Closing transactions contemplated in this Agreement. (2.2) REVERSE STOCK SPLIT. Following the date of execution of the Agreement and in no event later than January 7, 2005, the 100:1 reverse stock split authorized by HRMX and the Majority Shareholders of HRMX on November 22, 2004 having become effective. (2.3) TRANSFER OF NEW STOCK. Within twelve days to the Closing Date, HRMX shall have transferred the issued 20,000,000 (post-reverse stock split) new shares of HRMX common stock to the ADT Shareholders. 3. PLAN OF EXCHANGE (3.1) EFFECTIVE AND CLOSING DATES. This Agreement shall become effective immediately upon approval and execution by the parties hereto, in the manner provided by the law of the places of incorporation and constituent corporate documents, and upon compliance with governmental filing requirements, such as, without limitation, compliance with Section 14 of the Securities Exchange Act of 1934, and the filing of Articles of Exchange, if applicable under State Law. Closing shall occur when all such requirements have been met and when all of the conditions precedent have been fulfilled. The Closing deliveries shall be made pursuant to the terms of the Escrow Agreement and the LOI. The parties anticipate the filing of a Schedule 14-F Information Statement within 10 days after Closing. (3.2) SURVIVING CORPORATIONS. Both corporate parties hereto shall survive the exchange and reorganization herein contemplated and shall continue to be governed by the laws of its place of incorporation and its constituent documents. (3.3) RIGHTS OF DISSENTING SHAREHOLDERS. Each corporate party is the entity responsible for the rights of its own dissenting shareholders, if any. (3.4) SERVICE OF PROCESS AND ADDRESS. Each of the corporate parties hereto shall continue to be amenable to service of process in its own place of incorporation, exactly as before this acquisition. The address of HRMX is 9900 West Sample Road, Suite 300, Coral Springs, Florida 33065. The address of ADT is Suite B, 27/F K. Wah Center, 191 Java Road, North Point, Hong Kong. The address of the ADT Shareholders is in care of ADT at Suite B, 27/F K. Wah Center, 191 Java Road, North Point, Hong Kong. (3.5) SURVIVING ARTICLES OF INCORPORATION. the Articles of Incorporation and Memoranda of Assocation of each of the corporate parties hereto shall remain in full force and effect, unchanged. (3.6) SURVIVING BY-LAWS. the By-Laws and Articles of Association of each of the corporate parties hereto shall remain in full force and effect, unchanged. (3.7) FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING. the Directors of each corporate party hereto shall and will execute and deliver any and all necessary documents, acknowledgments and assurances and do all things proper to confirm or acknowledge any and all rights, titles and interests created or confirmed herein; and both of the corporate partieshereto covenant expressly hereby to deal fairly and in good faith with each other and each other's shareholders. In furtherance of the parties desire, as so expressed, and to encourage timely, effective and businesslike resolution the parties agree that any dispute arising between them, capable of resolution by arbitration, shall be submitted to binding arbitration. As a further incentive to private resolution of any dispute, the parties agree that each party shall bear its own costs of dispute resolution and shall not recover such costs from any other party. (3.8) GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES. Each of the parties hereto severally warrant and represent to the others that unless otherwise provided all of the following representations and warranties are or will be true immediately before Closing: (3.8.1) ORGANIZATION AND QUALIFICATION. Each corporate party hereto is duly organized and in good standing, and is duly qualified to conduct any business it may be conducting, as required by law or local ordinance. (3.8.2) CORPORATE AUTHORITY. Each corporate party hereto has corporate authority, under the laws of its jurisdiction and its constituent documents, to do each and every element of performance to which it has agreed, and which is reasonably necessary, appropriate and lawful, to carry out this Agreement in good faith. (3.8.3) OWNERSHIP OF ASSETS AND PROPERTY. Each corporate party hereto has lawful title and ownership of its property as reported to the other, and as disclosed in its financial statements. (3.8.4) MAJORITY SHAREHOLDING. After consummation of the transactions provided for herein, the ADT Shareholders will own 90.62% of the issued and outstanding shares of common stock of HRMX. (3.8.5) STATUS OF PUBLIC COMPANY. HRMX will retain its status as a public company during and after all of the transactions provided for herein are completed. (3.8.6) DISCHARGE OF ASSETS AND LIABILITIES. All of the assets and liabilities of HRMX as at the date of execution have been disposed of or discharged (as the case may be). (3.8.7) ABSENCE OF CERTAIN CHANGES OR EVENTS. Neither of the corporate parties hereto has had any material changes of circumstances or events which have not been fully disclosed to the other party, and which, if different than previously disclosed in writing, have been disclosed in writing as currently as is reasonably practicable. Specifically, and without limitation: (3.8.7-A) the business of each corporate party hereto shall be conducted only in the ordinary and usual course and consistent with its past practice, and neither party shall purchase or sell (or enter into any agreement to so purchase or sell) any properties or assets or make any other changes in its operations, respectively, taken as a whole, or provide for the issuance of, agreement to issue or grant of options to acquire any shares, whether common, redeemable common or convertible preferred, in connection therewith; (3.8.7-B) Neither of the corporate parties hereto shall (i) amend its Articles of Incorporation or By-Laws (except in the case of HRMX's proposed amendment to its Articles of Incorporation to effect the corporate name change), (ii) change the number of authorized or outstanding shares of its capital stock, except as set forth in the preceding clauses, or (iii) declare, set aside or pay any dividend or other distribution or payment in cash, stock or property; (3.8.7-C) Neither of the corporate parties hereto shall (i) issue, grant or pledge or agree or propose to issue, grant, sell or pledge any shares of, or rights of any kind to acquire any shares of, its capital stock, (ii) incur any indebtedness other than in the ordinary course of business, (iii) acquire directly or indirectly by redemption or otherwise any shares of its capital stock of any class (except for the intended transfer of shares of common stock and series A preferred stock) or (iv) enter into or modify any contact, agreement, commitment or arrangement with respect to any of the foregoing; (3.8.7-D) Except in the ordinary course of business, none of the parties hereto shall (i) increase the compensation payable or to become payable by it to any of its officers or directors; (ii) make any payment or provision with respect to any bonus, profit sharing, stock option, stock purchase, employee stock ownership, pension, retirement, deferred compensation, employment or other payment plan, agreement or arrangement for the benefit of its employees (iii) grant any stock options or stock appreciation rights or permit the exercise of any stock appreciation right where the exercise of such right is subject to its discretion (iv) make any change in the compensation to be received by any of its officers; or adopt, or amend to increase compensation or benefits payable under, any collective bargaining, bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, termination or severance or other plan, agreement, trust, fund or arrangement for the benefit of employees, (v) enter into any agreement with respect to termination or severance pay, or any employment agreement or other contract or arrangement with any officer or director or employee, respectively, with respect to the performance or personal services that is not terminable without liability by it on thirty days notice or less, (vi) increase benefits payable under its current severance or termination, pay agreements or policies or (vii) make any loan or advance to, or enter into any written contract, lease or commitment with, any of its officers or directors; (3.8.7-E) None of the parties hereto shall assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation, other than obligations and liabilities expressly assumed by the other that party; (3.8.7-F) None of the parties hereto shall make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation. (3.8.8) ABSENCE OF UNDISCLOSED LIABILITIES. Each of the corporate parties hereto has, and has no reason to anticipate having, any material liabilities which have not been disclosed to the other, in the financial statements or otherwise in writing. (3.8.9) LEGAL COMPLIANCE. Each of the corporate parties hereto shall comply in all material respects with all Federal, state, local and other governmental (domestic or foreign) laws, statutes, ordinances, rules, regulations (including all applicable securities laws), orders, writs, injunctions, decrees, awards or other requirements of any court or other governmental or other authority applicable to each of them or their respective assets or to the conduct of their respective businesses, and use their best efforts to perform all obligations under all contracts, agreements, licenses, permits and undertaking without default. (3.8.10) LEGAL PROCEEDINGS. Each of the corporate parties hereto has no legal proceedings, administrative or regulatory proceeding, pending or suspected, which have not been fully disclosed in writing to the other. (3.8.11) NO BREACH OF OTHER AGREEMENTS. This Agreement, and the faithful performance of this Agreement, will not cause any breach of any other existing agreement, or any covenant, consent decree, or undertaking by any party, which has not been disclosed to the other parties. (3.8.12) CAPITAL STOCK. The issued and outstanding shares of each of the corporate parties hereto is as detailed herein, that all such shares are in fact issued and outstanding, duly and validly issued, were issued as and are fully paid and non-assessable shares, and that, other than as represented in writing, there are no other securities, options, warrants or rights outstanding, to acquire further shares of such corporation. (3.8.13) SEC REPORTS, LIABILITIES AND TAXES. (i) HRMX has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since the date of its registration under the Securities Exchange Act of 1934 (collectively, including all exhibits thereto, the "HRMX SEC Reports"). None of the HRMX SEC Reports, as of their respective dates, contained any untrue statements of material fact or failed to contain any statements which were necessary to make the statements made therein, in light of the circumstances, not misleading. All of the HRMX SEC Reports, as of their respective dates (and as of the date of any amendment to the respective HRMX SEC Reports), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the HRMX SEC Reports filed prior to the date hereof, HRMX and its Subsidiaries have not incurred any liabilities or obligations (whether or not accrued, contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of HRMX and its Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the ordinary course of business or (B) liabilities that would not, in the aggregate, reasonably be expected to have a material adverse effect on HRMX. (iii) Except as disclosed in the HRMX SEC Reports filed prior to the date hereof, HRMX and each of its Subsidiaries (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all material tax returns required to be filed by any of them and all such filed tax returns are complete and accurate in all material respects; (ii) have paid all taxes that are shown as due and payable on such filed tax returns or that HRMX or any of its Subsidiaries are obligated to pay without the filing of a tax return; (iii) have paid all other assessments received to date in respect of taxes other than those being contested in good faith for which provision has been made in accordance with GAAP on the most recent balance sheet included in HRMX's financial statements; (iv) have withheld from amounts owing to any employee, creditor or other person all taxes required by law to be withheld and have paid over to the proper governmental authority in a timely manner all such withheld amounts to the extent due and payable; and (v) have not waived any applicable statute of limitations with respect to United States federal or state income or franchise taxes and have not otherwise agreed to any extension of time with respect to a United States federal or state income or franchise tax assessment or deficiency. (3.8.14) BROKERS' OR FINDER'S FEES. Neither of the corporate parties hereto is aware of any claims for brokers' fees, or finders' fees, or other commissions or fees, by any person not disclosed to the other, which would become, if valid, an obligation of either company. (3.9) ADDITIONAL POST-CLOSING COVENANT The ADT Shareholders shall at the sole expense of the Majority Shareholders of HRMX cause HRMX to dispose of any of remaining assets and liabilities of HRMX as promptly as practicable after Closing . In connection with such disposal, the Majority Shareholders of HRMX, jointly and severally, agree to indemnify and hold harmless both HRMX and the ADT Shareholders against any and all losses, claims, liabilities or expenses that may be associated with disposing of any assets and liabilities of HRMX that exist after the Closing. (3.10) MISCELLANEOUS PROVISIONS (3.10.1) Except as required by law, no party shall provide any information concerning any aspect of the transactions contemplated by this Agreement to anyone other than their respective officers, employees and representatives without the prior written consent of the other parties hereto. The aforesaid obligations shall terminate on the earlier to occur of (a) the Closing, or (b) the date by which any party is required under its articles or bylaws or as required by law, to provide specific disclosure of such transactions to its shareholders, governmental agencies or other third parties. In the event that the transaction does not close, each party will return all confidential information furnished in confidence to the other. In addition, all parties shall consult with each other concerning the timing and content of any press release or news release to be issued by any of them. (3.10.2) This Agreement may be executed simultaneously in two or more counterpart originals. The parties can and may rely upon facsimile signatures as binding under this Agreement, however, the parties agree to forward original signatures to the other parties as soon as practicable after the facsimile signatures have been delivered. (3.10.3) The Parties to this agreement have no wish to engage in costly or lengthy litigation with each other. Accordingly, any and all disputes which the parties cannot resolve by agreement or mediation, shall be submitted to binding arbitration under the rules and auspices of the American Arbitration Association. As a further incentive to avoid disputes, each party shall bear its own costs, with respect thereto, and with respect to any proceedings in any court brought to enforce or overturn any arbitration award. This provision is expressly intended to discourage litigation and to encourage orderly, timely and economical resolution of any disputes which may occur. (3.10.4) If any provision of this Agreement or the application thereof to any person or situation shall be held invalid or unenforceable, the remainder of the Agreement and the application of such provision to other persons or situations shall not be effected thereby but shall continue valid and enforceable to the fullest extent permitted by law. (3.10.5) No waiver by any party of any occurrence or provision hereof shall be deemed a waiver of any other occurrence or provision. (3.10.6) The parties acknowledge that both they and their counsel have been provided ample opportunity to review and revise this agreement and that the normal rule of construction shall not be applied to cause the resolution of any ambiguities against any party presumptively. The Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. 4. TERMINATION. This Agreement may be terminated by written notice, at any time prior to Closing, by any of the Parties whether before or after approval by the shareholders of either or both HRMX or ADT; (i) by mutual consent; (ii) by any party hereto during the due diligence phase, or (iii) by any of the Parties, in the event that any of the transactions provided for by this Agreement has not been implemented and approved by the proper governmental authorities within 120 days from the of this Agreement. In the event that termination of this Agreement by any party hereto, as provided above, this Agreement shall forthwith become void and there shall be no liability on the part of any party or its respective officers and directors, except as may exist pursuant to the Escrow Agreement . EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, and when all of the counterparts are put together as one document it shall be a binding contract. The Remainder of this Page is Intentionally left Blank THIS AGREEMENT is executed on behalf of each of the parties as of the date first above written. HAIRMAX INTERNATIONAL, INC. ARCOTECT DIGITAL TECHNOLOGY LTD By: /s/ Edward A Roth By: /s/ Daniel Ng -------------------- --------------- Edward A Roth, President Daniel Ng, President ADT Shareholders: ______________________________ ______________________________ (Individually) (Individually) ______________________________ ______________________________ (Individually) (Individually) ______________________________ ______________________________ (Individually) (Individually) ______________________________ ______________________________ (Individually) (Individually) ______________________________ ______________________________ (Individually) (Individually) ______________________________ ______________________________ (Individually) (Individually) The Majority Shareholders of HRMX: /s/ Edward A Roth - ------------------- (Individually) /s/ Alisha M Roth - ------------------- (Individually) -----END PRIVACY-ENHANCED MESSAGE-----