(Rule 14c-101)






Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934


(Amendment No. 0)


[  ] Preliminary Information Statement

[  ] Confidential, for Use of the Commission Only (as permitted

           by Rule 14c-5(d)(2))

[X] Definitive Information Statement




(Name of Registrant as Specified in Charter)


Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14c-5(g).

[ ] 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:

          (2) Aggregate number of securities to which

                transaction applies:


          (3) Per unit price or other underlying value of

               transaction computed pursuant to Exchange Act Rule

               0-11 (set forth the amount on which the filing fee

               is calculated and state how it was determined):


          (4) Proposed maximum aggregate value of transaction:


          (5) Total fee paid:

[ ] 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:


Item 1. Information Required by Items of Schedule 14A.


     14A Item 1. Date, time and place information.


     (a) The date of the consent to action reported in this

Information Statement was August 12, 2002. The mailing address

for purposes of communicating with the Company is 11300 Olympic

Boulevard, Suite 800, Los Angeles, California 90064.

     (b) This Information Statement will be mailed to security

holders on or after September 12, 2002


(c) Inapplicable to Information Statement.

     14A Item 2. Revocability of Proxy


    Inapplicable to Information Statement.


     14A Item 3. Dissenters' Right of Appraisal

 This issuance is exempt as to state registration under

section 517.061 of the Florida Statutes and there are no

dissenter's rights associated with this issuance.

     14A Item 4. Persons Making the Solicitation

     Inapplicable to Information Statement

     14A Item 5. Interest of Certain Persons in Matters to Be

Acted Upon

     Inapplicable to Information Statement

     14A Item 6. Voting Securities and Principal Holders Thereof

     (a) The number of shares outstanding and eligible to vote

or have voted in this matter are: after conversion of the Series

B shares at 100:1, 22,249,555, of which 17,500,000 voted in favor

of the proposal.

     (b) The record date for security holders voting on this

proposal was August 12, 2002.

(c)-(e) Inapplicable

    14A Item 10. Compensation Plans

 On May 9, 1995 the Company filed an S-8 Registration

Statement (Registration No. 33-92316) with the Securities and

Exchange Commission, which registered for public trading

3,000,000 shares of common stock potentially issuable under the

Company's Stock Option Plan. This Stock Option Plan was created

to provide incentives to those individuals who serve or have

served the Company as employees, officers, directors or

consultants. Under the Plan, the Board of Directors is

authorized to grant options to the individuals, in its

discretion, that have contributed or will contribute to the well

being of the Company, and to fix the price at which these options

may be exercised and the length of time between the granting of

the options and their exercise by the individual recipients.

Generally, the purchase price selected by the Board is the market

price of the stock on the day that the options are granted, so

that the options are of value only if the Company's stock

appreciates in value.

     The Board granted options to a number of individuals

identified in the 14C filing lodged with the SEC on December 7,

1995. All of the options granted had exercise prices equal to

the market price on the date of the grant. If the options that

were granted are not exercised within their approved time

periods, they will then revert to the Company and may be reissued

to other individuals. Of the 3,000,000 options granted, 737,238

have been exercised as of the date of this filing. The

expiration date on the remainder of those original options would

be September 1, 2002, pursuant to information set forth in the

December 7, 1995 14C filing, and the amendment to that Plan filed

on April 2, 1998, the further amendments filed February 17,

1999, April 8, 2002, and July 11, 2002. The company has determined

that an extension of the September 1, 2002 exercise date is in order

and would be beneficial to the company, and that the exercise price

for these options, at $0.8125 per share is still at or above the market price.

     The proposal approved by a majority of the shares eligible

to vote was the granting of an extension of the time in which to

exercise the options to December 31, 2002, for those individuals

or entities that have as yet not exercised their rights. The

recipients are as set forth on the list below:

      List of Participants in the 1998 Extension of the

1995 Employee and Consultant's Incentive Benefit Plan


Recipient Options

Nili Shamrat                                                                             12,000

John B. Lowy                                                                            15,000

David L. Kagel                                                                           25,000

Charles Wesley Stevens                                                            30,000

Michael S. Williams                                                                    25,000

Robert F. Hammerstien                                                              45,000

Neal R. Bruckman                                                                      45,000

Stephen F. Burg                                                                        20,000

Lanny R. Lang                                                                           25,000

CJ Newman                                                                          2,019,762

     TOTAL                                                                         2,261,762



 SB Item 201(d), Release 33-8048 Information:


Plan Category


Number of Securities to be issued upon exercise of outstanding options, warrants and rights




Weighted average exercise price of outstanding options, warrants and rights




Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))


Equity Compensation plans approved by security holders







Equity compensation plans not approved by security holders











     If you have any questions or would like a copy of the 1995

Stock Option Plan or the Company's filings with the SEC, please

contact the Company at 11300 Olympic Boulevard, Los Angeles,

California 90064., and copies of the information will be provided

at your request, at no additional charge to you.


     Under the Plan provisions as acted upon by the directors of

the Company, none of the options available to have been issued

were issued to any officers, directors, or nominees to be directors

or officers, and specifically to any named executives under Item 402(a)(3)

or Regulation S-B.

     The exercise price, per share, is $0.8125 for all of the options indicated

above, and the individuals have until December 31, 2002, in which to exercise

all or a portion of the options granted to them. Upon exercise of the above

options by all of the optionees, the Company would receive a total of $1,837,681.63.

Exercise by any amount less than all of the options granted to all of the optionees

would result in a lower payment to the Company.

     C.J. Newman was originally granted approximately 83% of the available options

in consideration of his services as a business and financial consultant to the Company.

Mr. Newman analyzed and identified target companies for purposes of a merger,

negotiated rearrangement of the Company's financial affairs with existing creditors

in preparation for the merger, aided the Company in disposing of its remaining assets

following the merger, and continues to provide advice to the Company through to the present


At the date of the grant of this extension, the value of the options (or extension of the

options) granted to all of the above recipients was zero since the grant included an exercise price

equal to the market price on the date of the grant. As of the date of this Information Statement,

the market price is lower than the exercise price of these options, and they therefore have yet

to develop any value. Any common stock resulting from an exercise of option rights

under this plan will not be "qualified" options under Section 401(a) of the Internal Revenue

Code, and therefore, the recipients of the resulting stock will be deemed for federal

income tax purposes to recognize ordinary income during the taxable year in which the

first of the following events occurs: (a) the shares become freely transferrable, or

(b) the shares cease to be subject to a substantial risk of forfeiture. Accordingly,

these individuals will receive compensation taxable at ordinary rates equal to the

fair market value of the shares on the date of receipt, less any sums paid to exercise

the options, since there will be no restrictions on them and no substantial risk of forfeiture.

Any sums recognized as income to the optionees will be similarly deductible to the Company

as compensation paid to that individual during the taxable year in which the recipient

recognizes income.

     Items 7, 9, 11, 12, through 20, and 22 of the 14A proxy statement are inapplicable

to this information statement.


    This proposal was voted on by 17,500,000 voting common  shares, after allowance

for conversion of the Series B Preferred Shares (representing common votes of

20,896,500 shares) and 1,229,427 Common Shares, with favorable votes being received

of 17,500,000, for a cumulative vote of 78.65% of the shares entitled to vote. A vote of greater

than 50.01% was sufficient to adopt the proposal.

Item 2. Statement That Proxies Are Not Solicited



Item 3. Interest of Certain Persons in or Opposition to Matters

to be Acted Upon.

There are no officers or directors who have an interest in

the proposal and no officers or directors were granted any

options under the Plan as approved by the Board of Directors.

All options initially registered have been granted, and no

additional share rights remain unissued.

Item 4. Proposals by Security Holders

 No proposals in opposition to this proposal were received by

the Company.


Pursuant to the requirements of the Securities Exchange Act of

1934, Registrant has duly caused this Report to be signed on its

behalf by the undersigned, thereunto duly authorized.




/s/ Richard Babbitt                                    August 21, 2002

Richard Babbitt

President/Secretary, Treasurer & Director

By: /s/ Dr. Malcolm Currie                      August 21, 2002

Dr. Malcolm R. Currie

Chairman & Director