Elect one (1) director to the Board of Directors for a term of three (3) years.

2) Approval to implement a reverse share split.

3) Ratification of the appointment of Clyde Bailey, PC as the Corporation's independent accountants for fiscal 2004.

4) Approval to increase the number of authorized Series "A" Preferred Shares to ten (10) million shares.

5) Approval to require all common shareholders to exchange their existing common share certificates for new common share certificates registered in the Corporation's current name, EnDevCo, Inc.

6) Transact such other business, including consideration of shareholder proposal(s), as may properly come before the meeting and any adjournment thereof.

It is highly possible based on historical market information that immediately after the Corporation implements a reverse share split, the market value of the Common Shares might decline a significant amount due to an over supply of sellers relative to buyers seeking to purchase the Common Shares at their new price. This decline can be temporary or permanent, as there is no way to predict how the market place will react. Consequently, the Board of Directors has established a reverse share split target price of $8.00 per share. This target price is the price the Board of Directors will utilize to establish the reverse share split ratio.
Given that the decision to implement a reverse share split is dependent on a wide variety of financial and market factors, it is not possible to define at this time the exact reverse share split ratio that might be selected by the Board of Directors. The table below (included for purposes of illustration only) demonstrates the range of ratios that might be considered based on a single combination of factors that only include a target Common Share price of $8.00 per share and the fair market price ("FMP") of the Common Shares at the time of the reverse share split.

The principal effect of a reverse share split will be that:
The number of shares outstanding of the Corporation's Common Shares will be reduced from 188 million Common Shares to some lesser number as proportionately reduced by the reverse share split ratio determined by the Board of Directors, and;
The number of shares that may be issued upon the exercise of conversion rights by holders of securities convertible into shares of the Corporation's Common Shares will be reduced proportionately based upon the reverse share split ratio selected by the Board of Directors, and;
After the reverse share split, the Corporation's total authorized common shares will remain at 500,000,000 and preferred shares will remain at 5,000,000 unless the shareholders approve an increase to 10,000,000 preferred shares at this Annual Meeting.
Your Board of Directors unanimously recommends that you vote "FOR" the proposal to implement a reverse share split
ITEM 5: Approval to require all shareholders to exchange their existing COMMON share certificates FOR new common share certificates registered in the Corporation's current name, EnDevCo, Inc.
The Board of Directors is aware that the Corporation as of August 6, 2004 has a minimum of 5,047,359 "phantom common shares" in the marketplace as a result of naked short selling by European investors. It believes delisting from all foreign stock exchanges and instituting a share exchange program is the most efficient and cost effective method to restore the integrity of the Corporation's issued and outstanding Common Shares. Thus, the Board of Directors has unanimously adopted a resolution, attached as Appendix C, which recommends that the shareholders approve a Common Share certificate exchange. This will require all common shareholders, upon notice by the Board of Directors, to exchange their existing Common Share certificates and receive a new Common Share certificate registered in the Corporation's current name, EnDevCo, Inc. The Corporation will bear all expenses associated with the Corporation's designated Transfer Agent in such exchange. All Common Shares not tendered for exchange to the Corporation's designated Transfer Agent within ninety (90) days after notice of the exchange by the Board of Directors will have a "STOP" order placed on such Common Shares by the Corporation's designated Transfer Agent. Common Shares not exchanged will NOT be allowed to trade until such time as the beneficial owner(s) of those Common Shares tender their Common Shares to the Corporation's designated Transfer Agent for exchange and removal of the STOP order.
Your Board of Directors unanimously recommends that you vote "FOR" the approval to require all shareholders to exchange their existing common share certificates for new common share certificates registered in the Corporation's current name, EnDevCo, Inc.
Little info on ceo.
But it's unlikely any will top the sob story that Chris A. Dittmar, CFO of Adair International Oil and Gas Inc., told in his deadline- extension request last quarter. According to the company's explanation in its Form 12b-25, the newly appointed Dittmar arrived at work the day after Adair shareholders ousted the former CEO and CFO to find that the company's financial records had all but vanished. "Key computers containing the financial records of the corporation had been stolen and all data on any other computer left behind had been deleted," with backup tapes gone as well, the filing explains. Further, as a result of the theft, the entire staff had been dismissed.
What the filing didn't say was that a corporate surveillance camera allegedly caught two direct reports of former CEO John Adair and former CFO Jalal Alghani carting off the computers. "These were evidently not the smartest crooks in the world," says Dittmar. He claims the two took the information to cover up an alleged securities-fraud scheme.
After reconstructing its financials with information from one former accountant, along with documents gathered from its vendors, customers, and banks, Adair submitted its 10-Q within the extended deadline. It intends to press securities-fraud charges against the two former officers, while the shareholder group that overthrew them has submitted reports to the SEC, the Justice Department, and the IRS, among other federal agencies.
CFOs without such drama to offer can rest easy, though — filing a form gets a 15-day extension for 10-Ks and 5 days for a 10-Q