UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2))
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Definitive Information Statement
RUB MUSIC ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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o
Fee previously paid with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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RUB MUSIC ENTERPRISES, INC.
11680 Great Oaks Way, Suite 350
Alpharetta, Georgia 30022
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
Dear Stockholders:
This information statement (Information Statement) is being furnished to holders of record
of the common stock, par value $0.001 per share (the Common Stock), at the close of business on
October 6, 2009 of Rub Music Enterprises, Inc., a Nevada corporation (the Company), with respect
to certain corporate actions of the Company. This Information Statement is first being mailed or
furnished to the stockholders of the Company on or about October 16, 2009.
The purpose of this Information Statement is to notify stockholders of the Company that, on
October 5, 2009, the Company received a written consent in lieu of a meeting of stockholders from
the holder of 7,757,266 shares of Common Stock (representing 62% of the issued and outstanding
shares of Common Stock). The written consent adopted resolutions approving an amendment to the
Companys articles of incorporation changing the name of the Company to SANUWAVE Health, Inc.
ONLY THE STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON OCTOBER 6, 2009 ARE ENTITLED TO
NOTICE OF THE CORPORATE ACTION. STOCKHOLDERS WHO HOLD IN EXCESS OF 50% OF THE COMPANYS SHARES OF
VOTING CAPITAL STOCK ENTITLED TO VOTE ON THE ACTION HAVE VOTED IN FAVOR OF THE ACTION. AS A
RESULT, THE ACTION HAS BEEN APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER STOCKHOLDERS OF THE
COMPANY. THIS ACTION IS EXPECTED TO BE EFFECTIVE ON A DATE THAT IS AT LEAST 20 DAYS AFTER THE
MAILING OF THIS INFORMATION STATEMENT.
The Companys board of directors is not soliciting your proxy. This Information Statement is
being furnished to you solely for the purpose of informing stockholders of the matters described
herein in compliance with Regulation 14C of the Securities Exchange Act of 1934, as amended. The
Company has asked brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the Common Stock held of record by such persons
and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Christopher M. Cashman
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Christopher M. Cashman
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President and Chief Executive Officer
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October 16, 2009
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE
INFORMATION STATEMENT
This Information Statement is available on the Internet at www.sanuwave.com/investors/SEC.
RUB MUSIC ENTERPRISES, INC.
11680 Great Oaks Way, Suite 350
Alpharetta, Georgia 30022
INFORMATION STATEMENT
This information statement (Information Statement) is being furnished to holders of record
of the common stock, par value $0.001 per share (the Common Stock), at the close of business on
October 6, 2009 of Rub Music Enterprises, Inc., a Nevada corporation (the Company), with respect
to certain corporate actions of the Company. This Information Statement is first being mailed or
furnished to the stockholders of the Company on or about October 16, 2009.
ABOUT THIS INFORMATION STATEMENT
What is the purpose of this Information Statement?
This Information Statement is being provided pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), to notify stockholders of the Company, as of the
close of business on October 6, 2009 (the Record Date), of the corporate actions expected to be
taken pursuant to the written consent of a principal stockholder of the Company. A holder of the
Companys Common Stock has approved an amendment to the Companys articles of incorporation to
change the Companys name to SANUWAVE Health, Inc. (the Action). In order to eliminate the costs
and management time involve in holding a special meeting, and in order to effect the corporate
action as soon as possible, the Company decided to proceed with the corporate action by obtaining
the written consent of a stockholder holding a majority of the voting power of the Company.
Who is entitled to notice?
All holders of shares of Common Stock of record on the close of business on the Record Date
are entitled to notice of the Action.
On what corporate matters did the principal stockholders vote?
The principal stockholder, who holds 62% of the total issued and outstanding voting capital
stock of the Company on the Record Date, holds a majority of the issued and outstanding voting
capital stock required to vote on the Action. The stockholder has voted for the following:
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For
the approval of an amendment to the articles of incorporation of the Company to
change the name of the Company to SANUWAVE Health, Inc.
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What vote is required to approve the Action?
In order to amend the articles of incorporation of the Company to change the name of the
Company, the affirmative vote of a majority of the voting capital stock is required. On October 5,
2009, a principal stockholder of the Company voted in favor of the Action. Under Section 78.320 of
the Nevada Revised Statutes, all activities requiring stockholder approval may be taken by
obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu
of a meeting of the stockholders. Because a principal stockholder is entitled to cast a vote
representing 7,757,266 shares of Common Stock (which shares are equal to 62% of the total issued
and outstanding voting capital stock of the Company on the Record Date), no action by the minority
stockholders in connection with the Action is required.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of the Record Date, with respect to the
beneficial ownership of the outstanding common stock by (i) any holder of more than five percent,
(ii) each of the Companys executive officers, directors and director designees, and (iii) the
Companys executive officers, directors and director designees as a group.
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Number of Shares
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Percent of
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Beneficially
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Shares
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Name of Beneficial Owner
(1)
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Owned
(2)
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Outstanding
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Christopher M. Cashman
(3)
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880,773
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6.7
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%
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Barry J. Jenkins
(4)
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424,278
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3.3
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%
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Thomas H. Robinson
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15,000
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*
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Kevin A. Richardson, II
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5,000
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*
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John F. Nemelka
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5,000
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*
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Cornelius A. Hofman
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10,000
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*
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Prides Capital Fund I, LP
(5)
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9,602,783
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66.9
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%
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NightWatch Capital Partners II, LP
(6)
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2,158,923
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17.0
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%
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All directors and executive officers as a group (6 persons)
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1,340,051
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10.0
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%
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*
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Less than 1% of outstanding shares.
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(1)
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Unless otherwise noted, each beneficial owner has the same address as the Company.
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(2)
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Beneficial ownership includes shares for which an individual, directly or indirectly, has or shares voting or investment
power, or both, and also includes options that are exercisable within 60 days of October 6, 2009. Unless otherwise
indicated, all of the listed persons have sole voting and investment power over the shares listed opposite their names.
Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act.
Pursuant to the rules of the Securities and Exchange Commission, referred to in this Information Statement as the SEC,
certain shares of common stock that a beneficial owner has the right to acquire within 60 days pursuant to the exercise of
stock options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such owner,
but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
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(3)
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Includes options to purchase up to 542,700 shares of common stock and warrants to purchase up to 8,816 shares of common stock.
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(4)
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Includes options to purchase up to 267,028 shares of common stock and warrants to purchase up to 3,508 shares of common stock.
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(5)
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Includes warrants to purchase up to 775,726 shares of common stock and notes convertible into 1,069,791 shares of common
stock. The principal business address of Prides Capital Fund I, LP is 200 High Street, Suite 700, Boston, MA 02110.
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(6)
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Includes warrants to purchase up to 193,932 shares of common stock and notes convertible into 25,675 shares of common stock.
The principal business address of NightWatch Capital Partners II, LP is 5314 River Run Drive, Suite 350, Provo, Utah 84604.
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ACTION
AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO
CHANGE THE NAME OF THE COMPANY TO SANUWAVE HEALTH, INC.
On October 5, 2009, the Companys sole member of the board of directors adopted a resolution
declaring it advisable to amend the Companys articles of incorporation to change the name of the
Company to SANUWAVE Health, Inc. On October 5, 2009, the Company received a written consent in
lieu of a meeting of stockholders from the holder of 7,757,266 shares of Common Stock (representing
62% of the issued and outstanding shares of Common Stock) approving the Action. A copy of the
Amendment to the Articles of Incorporation is attached as Appendix A hereto.
Purpose of Changing the Name of the Company
On September 25, 2009, the Company and RME Delaware Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company (the Merger Sub), entered into an agreement and plan
of merger (the Merger Agreement) with SANUWAVE, Inc., a Delaware corporation (SANUWAVE).
Pursuant to the Merger Agreement, the Merger Sub merged with and into SANUWAVE, with SANUWAVE as
the surviving entity (the Reverse Merger). In connection with the Reverse Merger, the Company
acquired 100% of the outstanding capital stock of SANUWAVE and issued to the stockholders of
SANUWAVE 11,009,657 shares of Common Stock, warrants to purchase up to 1,106,627 shares of Common
Stock, at $4.00 per share, and warrants to purchase up to an additional 1,106,627 shares of Common
Stock, at $8.00 per share.
In connection with the Reverse Merger, the Company also entered into stock repurchase
agreements, all dated as of September 25, 2009 (the Stock Repurchase Agreements), with certain
stockholders of the Company, pursuant to which the Company purchased from certain stockholders, for
an aggregate purchase price of $180,000, some or all of the Common Stock held by such stockholders,
such that after the repurchases, 1,500,000 shares of Common Stock remained outstanding (the Share
Repurchase). As a result of the Reverse Merger and Share Repurchase, the stockholders of SANUWAVE
control approximately 88% of the outstanding Common Stock of the Company, holding 11,009,657 of the
12,509,657 outstanding shares, and SANUWAVE is considered the accounting acquirer in the Reverse
Merger. The Reverse Merger resulted in a change of control of the Company. The Company was a
shell company (as such term is defined in Rule 12b-2 under the Exchange Act) immediately prior to
the Reverse Merger.
As a result of the Reverse Merger, the Companys operations are now focused in global medical
technology; therefore, the Companys board of directors believes that it is in the Companys best
interest to have the Company change its name to a name that more accurately reflects the business
and operations of the Company and SANUWAVE.
Effective Date of the Amendment
The name change of the Company will become effective upon the filing of the certificate of
amendment to the Companys articles of incorporation with Secretary of State of the State of
Nevada. Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Action may not become
effective until a date that is at least 20 days after the date on which this Information Statement
has been mailed to the stockholders of the Company.
Dissenters Right of Appraisal
Under Nevada law and the Companys articles of incorporation and bylaws, no stockholder has
any right to dissent to the proposed amendment to change the name of the Company, and no
stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to
such name change.
No Meeting of Stockholders Required
The Company is not soliciting any votes with regard to the Action to change the name of the
Company. The principal stockholders that have consented to the Action hold a majority of the total
issued and outstanding shares of voting capital stock and, accordingly, such principal stockholders
have sufficient shares to approve the Action.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Other than as described below, for the fiscal year ended December 31, 2008, there were no
transactions with related persons required to be disclosed in this Information Statement. During
the period October 2008 through May 2009, SANUWAVE issued notes payable, totaling $3.1 million, to
Prides Capital Fund I, L.P., a shareholder of the Company (Prides). Kevin A. Richardson, II, one
of the Companys director designees, serves as a managing partner of Prides Capital, LLC, an
affiliate of Prides. In October 2008, SANUWAVE issued notes payable, totaling $0.1 million, to
NightWatch Capital Partners II, L.P., a shareholder of the Company (NightWatch). John F.
Nemelka, one of the Companys director designees, serves as a Managing Principal of NightWatch
Capital Advisors, LLC, an affiliate of NightWatch. As of September 30, 2009, no principal has been
paid on the notes. The notes bear interest at 15% annually. Interest is paid quarterly in arrears
beginning December 31, 2008, if elected by the holders of the notes. As of September 30, 2009, the
holders of the notes had not elected to receive interest quarterly. All remaining unpaid accrued
interest and principal is due September 30, 2011.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any additional proposals in this
Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No officer, director or director nominee of the Company has any substantial interest in the
matters to be acted upon, other than his role as an officer, director or director nominee of the
Company. No director of the Company has informed the Company that he intends to oppose the
proposed actions to be taken by the Company as set forth in this Information Statement.
ADDITIONAL INFORMATION
The Company files reports with the Securities and Exchange Commission (the SEC). These
reports include annual and quarterly reports, as well as other information the Company is required
to file pursuant to securities laws. You may read and copy materials the Company files with the
SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at
http://www.sec.gov.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered to multiple security holders sharing an
address unless the Company received contrary instructions from one or more of the security holders.
The Company shall deliver promptly, upon written or oral request, a separate copy of the
Information Statement to a security holder at a shared address to which a single copy of the
document was delivered. A security holder can notify the Company that the security holder wishes
to receive a separate copy of the Information Statement by sending a written request to the Company
at 11680 Great Oaks Way, Suite 350, Alpharetta, Georgia 30022, or by calling the Company at (678)
581-6843. A security holder may utilize the same address and telephone number to request either
separate copies or a single copy for a single address for all future information statements, proxy
statements and annual reports.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Christopher M. Cashman
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Name:
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Christopher M. Cashman
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Title:
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President and Chief Executive Officer
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October 16, 2009
APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
RUB MUSIC ENTERPRISES, INC.
The undersigned, pursuant to Section 78.390 of the General Corporation Law of Nevada,
certifies on behalf of Rub Music Enterprises, Inc., a Nevada corporation (the
Corporation
), as follows:
1. The Articles of Incorporation of the Corporation is hereby amended by deleting the text of
the first paragraph thereof in its entirety and by adding, in lieu thereof, the following text:
SANUWAVE Health, Inc.
2. The Board of Directors of the Corporation adopted resolutions proposing the amendment for
approval by the holders of a majority of the issued and outstanding shares of all of the
Corporations stock entitled to vote on the matter, which majority shareholders executed a written
consent in accordance with the provisions of Section 78.320 of the General Corporation Law of
Nevada in favor of the amendment.
3. This Certificate of Amendment has been duly adopted in accordance with the provisions of
Section 78.390 of the General Corporation Law of Nevada.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of
, 2009.
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RUB MUSIC ENTERPRISES, INC.
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By:
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Christopher M. Cashman, President and CEO
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