SOURCE: Blackout Media Corp.

March 29, 2007 09:00 ET

Blackout Media Corp. Issues Two Letters to Shareholders

TORONTO -- (MARKET WIRE) -- March 29, 2007 -- Blackout Media Corp. (PINKSHEETS: BKMP) -- announces today that it has released a Letter to Shareholders from President, Sandy Winick. The text of the letter appears below.

Dear Shareholders:

It has been several months since my last communication via a shareholders letter to you to bring you -- our shareholders -- up to date with the many positive occurrences that have been happening over the past several months with our interest in The Fight Network.

Here are a few of the highlights:


TFN continues to develop and expand out its television offering world wide, initial results are incredibly encouraging and very positive -- some of the highlights are:

North America


With the addition of Shaw Cable in the last few months we have all the major providers in Canada as carriers of our service, plus we are still pursuing the rest of the smaller providers through their organization the CCSA, that we do not have. We are anticipating the addition of 5 - 10 smaller operators over the coming months. The growth rate of new subscribers month over month is an astounding 5%, which in the digital television landscape is exceptional.

United States

We have signed our first of what we anticipate to be many contracts to supply our service in the United States, with Backspace TV out of San Luis Obispo, an internet and IPTV carrier; we expect to start supplying our signal to them at some point in the summer of 2007.

We have also signed a contract whereby we are supplying one hour per week of programming to America One -- seen in over 20,000,000 American homes.

We are working on forging relationships with a number of the larger carriers in the United States including Verizon's FiOS, Comcast, Time Warner and others. We are having ongoing discussions with all of them and hope to have some contracts finalized in 2007.


We have had a number of enquiries from Mexico and we are working on getting a representative to help us navigate those waters.


South America

Firstly, we have opened up an office in Ecuador that will service most of South and Central America.

We are currently finalizing carriage contracts in Panama and Ecuador, which would see our service launch as a stand alone channel on the majority of the carriers in each of those respective countries later in 2007.

We are talking to cable and satellite operators in Brazil, Argentina, Chile, Colombia and other South and Central America countries about the channel and our preliminary responses thus far have been overwhelmingly positive.


We are working on finalizing carriage to that continent and strongly anticipate a commitment before the end of 2007. Our Australian carriage deal would also see us extend our reach in this area by including New Zealand and Tasmania without necessitating additional negotiations.


We have been in talks with a number of companies from this continent and feel very confident that arrangements with be forthcoming in the next many months.

Several countries such as England, Hungary, Romania, and Poland are very interested in our service. The positive thing about dealing with European countries is we only need one satellite feed to get all of them.

Overall international expansion is a major initiative of TFN and we hope to finalize a number of these in the next 12 to 24 months and have presence in every corner of the globe before the end of this decade.

Fight Network Radio.

The LAW -- "Live Audio Wrestling" is having its 10th anniversary in May -- a significant milestone. The longevity of the show can most certainly be attested to by its ongoing and ever increasing popularity. This is clearly demonstrated by its recent addition to the lineup on Sirius Satellite Radio which is available live every Sunday night to a potential 6 million North American listeners.

In addition TFN is looking to expand the show to other markets as well as putting together an MMA radio show. Keep looking for announcements highlighting the expansion of The LAW to other markets.

Fight Mobile

Fight Mobile added Bell Mobility to its list of carriers that now carry our WAP based news coverage, this gives us 5 of the major carriers in North America that have available to their customers our mobile WAP service. We have been getting good responses from the carriers in regards to our product and they are extremely happy with its current and increasing rate of uptake. We are looking to add more carriers to this service in the future not only in North America but around the globe.

In the past few months we launched a video offering on a very robust platform for delivering video content to mobile phones around the world using proprietary software that requires very little bandwidth. This system has the potential of reaching over 1,000,000,000 mobile phones right now and each year with the next generation video phones it will be adding potentially another 1,000,000,000 video enabled handsets.

Fight Network Online

The Fight Store continues to delivery strong month over month sales increases and is proving to be a fantastic addition to our revenue stream.

They have had a real knockout opportunity to team with UFC Welterweight Champion George "The Rush" St Pierre and The New UFC Heavyweight Champion Randy "The Natural" Couture and have launched to outstanding sales, specialty T Shirts, available exclusively to The Fight Network.

The ability for TFN to deliver numerous products under our banner and distribute them through multiple sales channels is being investigated and test marketed and preliminary results in this endeavor are proving positive and profitable.

Fight Network - Broadband

TFN has not been content to concentrate on only supplying our channel to the terrestrial and satellite carriers, and in keeping with this ever evolving world we live in, we have made some significant steps forward in this area by signing content distribution contracts with Joost and ZimTV.

Joost -- who is backed and created by the founders of Skype (sold to eBay for $2.6 billion) and Kazaa and who have content distribution arrangements with many companies, not the least of which is Viacom, is going to take the world by storm when they launch to the public.

We are working on a number of other technologies in this area and should be announcing more content distribution contracts in the coming months ahead.

Conversion of Preferred Shares

The conversion of the preferred shares to restricted common shares is nearly at an end -- April 30th, 2007 is the cut off date. To date, although I do not have exact numbers as the transfer agent is handling the transaction completely -- there has not been an excessive amount of conversion. Once the April 30th date comes and goes this chapter in the company's life will be closed and behind us for good.

It is unfortunate that it has not gone as well as expected, as the company only wanted the best for its shareholders, but I think it is in everyone's best interest to put it behind us and move forward with all the good events happening for us.

I have attached a copy of the letter that has gone out to shareholders with respect to the conversion.


TFN has been fortunate over the last several months to secure a number of live events, such as the Pro-Elite, Versus Boxing and others. This is certainly a big step forward for any network to be able to show live events. Although not announced in press release format TFN has introduced many new programs in the last several months in all categories -- Mixed Martial Arts, Wrestling and Boxing -- we now have over 40 different promotions each and every week on the channel.

Our coverage of the major events with our exclusive Before and After the Bell shows has proven to be a fan favorite with our viewers.

Stock Buy-Back

There have been some significant and positive changes in the share buy back program since last reported.

We are extremely pleased that we have completed the first one billion share buy-back program and that we started on a second program to buy back up to 5 billion more shares and we have purchased just less the 10% of those to date.

Other opportunities are continuously coming to TFN, which will be released to the shareholders as they evolve.

I know this has been a long road and we are not at the end of it yet, but I am extremely optimistic that we are on the right path.

Thank you.

Sandy Winick,
President - Blackout Media Corp.
About The Fight Network:

The Fight Network is a cross-platform media company with brand interest in television, radio, mobile and web. All four of these media offerings are seamlessly integrated to offer fans of combatant sports and related entertainment a true convergence experience. The Fight Network Inc. corporate headquarters is located in Toronto, Canada. Additional information on the company can be found at

About Blackout Media Corp.:

Blackout Media Corp. is a holding company with an interest in Blackout Communications who is a diversified media and entertainment company conducting operations in digital television, VOD, PPV, radio the Internet and print under the brand name "The Fight Network." The activities of Blackout Media Corp. are conducted principally in Canada and the United States.

Safe Harbor

Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical complications that may arise could prevent the prompt implementation of any strategically significant plan(s) outlined above. The company cautions that these forward-looking statements are further qualified by other factors. The company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.

March 12th, 2007

Dear Shareholder:

Re: Conversion of Preferred Shares

The board of directors of your company -- Blackout Media Corp. -- has approved a resolution allowing for the conversion of your preferred shares into restricted common shares of the company (Blackout Media Corp.) (PINKSHEETS: BKMP) as follows:

For every 1,000,000,000 (1 billion) preferred shares of Blackout Media you own you have the right to buy 1,000,000 restricted common shares of Blackout Media (BKMP) Corp. stock along with the payment of $150.00 to Blackout Media Corp.

To help explain this conversion here is an example:

Let's assume you own 10,000,000,000 (10 billion) preferred shares and you wanted to convert all them into restricted common stock.

10,000,000,000 preferred shares entitles you to convert to 10,000,000 restricted common shares plus the payment of $1,500.00.

This is how the math works:

10,000,000,000 divided by 1,000,000,000 = 10

(This is how many 1 million shares you can buy by converting your preferred shares)

10 times 1,000,000 = 10,000,000

(This is how many restricted common shares you would get if you converted all your preferred shares to restricted common shares)

10 times $150.00 = $1,500.00

(This is how much you need to send to the company to pay for the conversion)

If you are interested in converting your preferred shares to restricted common shares you need to send your preferred shares to the transfer agent along with your payment.

The payment needs to be made out to the transfer agent -- American Heritage Stock Transfer Inc. NOT TO BLACKOUT MEDIA CORP. as they will be acting as the agent on this conversion for the company and handling the entire transaction.

Here is the transfer agent's information:

American Heritage Stock Transfer Inc.
4248 Merck Rd
Wilson, NC 27893

Attention: Jason Green
You MUST send a separate check to the transfer agent for $35.00 to cover the cost of the certificates and if you would like the return certificate couriered back to you instead of regular mail you will need to include an additional $40.00 for that as well -- again that is payable to the transfer agent -- American Heritage Stock Transfer Inc.

This is a mandatory conversion -- but should you not exercise your right to convert them by April 30th, 2007 your preferred shares become null and void.

But if you are interested in doing this you MUST do it by April 30th, 2007 after which the company will no longer accept your preferred shares for conversion and they will become worthless.

One final point that needs clarification is if shareholders have less then one billion (1,000,000,000) preferred shares the company is allowing you to convert as if you had the minimum preferred shares for conversion being the one billion (1,000,000,000) preferred shares. This allows a shareholder to purchase one million (1,000,000) restricted common shares for $150.00. In addition should any shareholder have an in-between amount of preferred shares they are allowed to round up to the next billion for conversion purposes only. In other words -- you can round up your preferred stock to the next billion shares for conversion purposes to allow you to maximize the amount of restricted common stock you can purchase through this process.

Thank you for your support of the company and we are looking forward to a great 2007.

Yours very truly,

Sandy Winick

Contact Information

  • Media Contacts:

    For The Fight Network
    Stephen Murdoch
    OEB International
    Public Relations/Public Affairs
    Tel: (905) 682-7203 extension 22
    Fax: (905) 682-7481