UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
2
RELATING TO ANNUAL MEETING OF THE SHAREHOLDERS OF
PROFESSIONAL MINING CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0343832
(State of organization) (IRS Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-2500
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119
(702) 650-5660
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[X] No fee required.
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
PROXY STATEMENT TO BE MAILED TO SHAREHOLDERS ON September 13,
1999.
Item 1. Date, Time, and Place Information
The annual meeting of shareholders, which was to take place on
August 30, 1999 at 1:00 P.M. and was delayed, will be held on
September 30, 1999, at 9:00 a.m. at the principal executive
offices located at 3675 Pecos-McLeod, Suite 1400, Las Vegas, NV
89121. All shareholders of record on June 28, 1999, may attend
and vote in person or by proxy.
The Proxy Statement shall be mailed September 13, 1999 to
shareholders of record on June 28, 1999.
The next annual meeting of the Company is scheduled for August
29, 2000. Any shareholder is permitted to present a proposal to
be voted upon at that meeting. Any such proposal must be received
by the Company no later than April 30, 2000 (120 days before the
meeting). If the date of the annual meeting is advanced by more
than 30 calendar days or delayed by more than 90 calendar days
from the above meeting date, the Company shall, in a timely
manner, inform all shareholders of the changed meeting date and
of the date by which such proposals must be received.
Item 2. Revocability of Proxy
Any and all proxies given by shareholders may be revoked by (i)
letter or facsimile, with the signature of the shareholder,
addressed to the Secretary of the Company, specifically revoking
the proxy, or (ii) a properly created proxy bearing a later date.
Any correspondence revoking a proxy is subject to the same
delivery requirements as the original proxy was subject to. A
revocation that is not timely received shall not be taken into
account, and the original proxy shall be counted. Neither
attendance at the meeting nor voting at the meeting shall revoke
the proxy.
Item 3. N/A
Item 4. Persons Making the Solicitation
The proxy is being solicited by the Company's Board of Directors.
Item 5. N/A
Item 6. Voting Securities and Principal Holders Thereof
Each shareholder is entitled to one vote for each share owned by
him or her. There is one class of voting stock, with a total of
4,890,000 shares outstanding, representing 4,890,000 votes.
Owners of shares, as listed on the books of the Company as of
June 28, 1999, shall be entitled to vote their shares either in
person or by proxy.
The following individuals own, either as an individual or
beneficially, more than 5% of the total outstanding stock.
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<S> <C> <C>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial
Ownership
Gregory Eckert 630,000 12.88%
2001 Spring Lake Drive
Henderson, NV 89015
Carl Flusche 630,000 12.88%
2001 Spring Lake Drive
Henderson, NV 89015
Howard Manoff 630,000 12.88%
2001 Spring Lake Drive
Henderson, NV 89015
Officers and Directors 360,000 3.60%
as a group (3
individuals)
</TABLE>
The following table lists the holdings of the officers and
directors of the Company.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial
Ownership
Bobby Combs 120,000 2.45%
6669 Five Pennies
Circle
Las Vegas, NV 89120
Douglas Ansell 120,000 2.45%
P.O. Box 96843
Las Vegas, NV 89193
John Michael Eckert 120,000 2.45%
7910 Bermuda Rd.
Las Vegas, NV 89123
</TABLE>
Item 7. Directors and Executive Officers
The following individuals are members of the Company's Board of
Directors. They each serve until the next annual meeting of
shareholders, at which time new Directors will be elected. There
are no legal proceedings, in which any director, officer, or
affiliate of the Company, or any holder of more than 5% of the
Company's common stock, is a party adverse to the interests of
the Company. The Board has no standing committees of any kind.
During 1999, Mr. Howard Manoff resigned as a Director of
Professional Mining Consultants, Inc. He was replaced on the
board by Mr. Ansell, who was then appointed as Secretary.
Bobby Combs; President
Mr. Bobby Combs, age 62, has been a Director/Officer of the
Company since August 1998.
Since October 1995, Mr. Combs has been a Director and Officer of
Silvercrest International, Inc. Since March 1994, Mr. Combs has
been president and majority stockholder of Par One Mortgage, Las
Vegas, Nevada. From January 1994, through February 1994, he was a
loan officer for Summit Capital, Las Vegas, Nevada. Since 1989,
Mr. Combs has been an Officer and Director of Bobby Combs &
Associates. From September 1993 through December 1993, Mr. Combs
was a loan officer for Vegas Valley Mortgage. From March 1993
through August 1993, he was employed at Royal Kinfield Country
Club, Las Vegas, Nevada. From September 1990 until December
1991, Mr. Combs was engaged in building and remodeling homes for
Rauhut Construction, Inc., Las Vegas, Nevada, of which he was a
partner. From March 1989 through August 1990, he was engaged as
a salesman in the ornamental iron industry.
Douglas Ansell; Secretary
Mr. Douglas Ansell, age 31, has been a director and officer of
the Company since August 1999.
Since June 1998, Mr. Ansell has overseen the operations and been
employed by Incorp Services, Inc., a company that provides
incorporation and corporate services to individuals and
corporations. Additionally, he performs at the MGM Grand
Hotel/Casino/Theme Park in Las Vegas, Nevada.
From May 1997 to June 1998, Mr. Ansell performed corporate
services for individuals and corporations on an independent
contractor basis.
From October 1995 to May 1997, Mr. Ansell was in charge of
research and development of special projects for Facade Systems,
Inc., Las Vegas, Nevada, where he had previously overseen the
development of custom "touch screen" cash control and security
applications for the casino and hospitality industries. More
recently, he has focused his development efforts on the design
and engineering of second-generation artificially intelligent
document management applications.
Since 1981, Mr. Ansell has served in various consulting and
programming capacities within the computer, entertainment ,and
gaming industries including, but not limited to, consulting and
software engineering for Desert Coin Corporation, Las Vegas,
Nevada between February 1995 and October 1995 where his duties
included the development of various cash control and anti-theft
systems.
Since 1988, Mr. Ansell has been recognized within the music
industry as one of the nation's top MIDI (Musical Digital
Interface) programmers as well as being highly regarded for his
production and performance skills.
John Michael Eckert; Treasurer
Mr. John Michael Eckert, age 52, has been a director and officer
of the Company since August 1999.
Since 1992, Mr. Eckert has served as Executive Vice President of
American Properties International, Inc., Las Vegas, NV where he
was responsible for all plant operations including purchasing,
inventory control, computer systems, processing and smelting
schedules and administration. While there, he implemented the
first computer system for the company, did extensive travel to
Hong Kong, Tokyo, Taiwan, and Korea to set up trade shows and
property exhibitions featuring U.S. real estate, and established
an international on-line interactive computer network for real
estate investments, portfolio planners and trading companies.
From 1988 through 1991, he was operations manager for Magic
Lantern Productions, an mining company in Las Vegas, Nevada.
While there, he was responsible for initial setup of corporation,
writing company policies and guidelines, hired key personnel,
established operating budgets, and initiated early engineering
plans for mining operations in Nevada, California, and Canada.
From 1986 through 1987, he was employed as a sales engineer with
Mobile Communications, Inc., Las Vegas, Nevada where he sold,
installed and operated E.F. Johnson LTR Systems as well as
setting up and licensing remote sites in California, Arizona,
Utah, and Nevada.
In 1985, Mr. Eckert was employed by AGES Company, which was an
Independent Contractor to U.S. West, a local telephone company in
Tucson, Arizona. There, he worked as a supervisor, responsible
for area and cable wrecking as well as the installation of fiber
optic cables.
From 1984 to 1988, he worked Young Film Productions, Tucson, AZ
as a Producer/Unit Production Manager and was responsible for
scheduling feature film, national television commercial, and
television series production for film companies shooting on
location in southern Arizona and the Old Tucson Movie Studios.
From 1981 to 1983, he served as a Sales Engineer for E.F. Johnson
Company, Waseca, MN where performed sales and system design IMTS,
ACS/Rydax, and Cellular Telephone systems to both wire line and
non wire line common carriers.
From 1976 to 1980, he was employed at Mark Webb Productions,
Denver, CO where he produced numerous television commercials for
Arby's Roast Beef, Coca Cola, Lincoln Mercury, and Allstate
Insurance just to name a few.
From 1964 to 1967, he served in the United States Navy. He
received an honorable discharge and is a Vietnam veteran. He
currently holds an FCC Radiotelephone license as well as a LVMPD
Gaming Card. He is also listed in the "Who's Who in Corporate
America", "Who's Who in Entertainment", and "Who's Who in
International Business."
Item 8. Compensation of Directors and Executive Officers
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the past.
They have agreed to act without compensation until authorized by
the Board of Directors, which is not expected to occur until the
Registrant has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this
registration statement, the Company has no funds available to pay
directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
ITEM 9 through ITEM 20. Not Applicable
ITEM 21. Vote Required for Approval
Each shareholder is entitled to one vote (for or against each
director standing for election) for each share he or she held of
record on June 28, 1999. In order to be elected, each director
must obtain a majority of the votes cast, either in-person or by
proxy, at the annual meeting, provided that a quorum (a majority
of the issued and outstanding shares of common stock) are present
at the meeting, either in-person or by proxy.
Item 22. N/A
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Professional Mining Consultants, Inc.
By: /s/
Douglas Ansell
Douglas Ansell, Secretary
PROXY CARD FOR PROFESSIONAL MINING CONSULTANTS, INC.
(the "Corporation")
This proxy is solicited on behalf of the Board of Directors of
the Corporation for the Annual Meeting of Shareholders to be held
on September 30, 1999. The Board of Directors recommends a vote
"FOR" the following:
Election of Directors:
To elect Bobby Combs to the Board of Directors of the
Corporation
FOR AGAINST ABSTAIN
To elect Douglas Ansell to the Board of Directors of the
Corporation
FOR AGAINST ABSTAIN
To elect John Michael Eckert to the Board of Directors of
the Corporation
FOR AGAINST ABSTAIN
Votes MUST be indicated by placing an "X" in one of the above
boxes for each nominee using black or blue ink. The undersigned
hereby appoints Douglas Ansell, proxy, with full power of
substitution, to vote all shares of Common Stock of the
undersigned in the Corporation at the Annual Meeting of
Shareholders to be held on September 30, 1999, and at any
adjournment thereof, upon all subjects that may properly come
before the meeting. IF SPECIFIC DIRECTIONS ARE NOT GIVEN WITH
RESPECT TO ANY MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING AND
THIS PROXY CARD IS SIGNED AND RETURNED, THE PROXY WILL VOTE IN
ACCORDANCE WITH THE ABOVE RECOMMENDATION AND ON ANY MATTER THAT
MAY PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as your name or names appear on this
proxy card. If the shares are held jointly, each shareholder
should sign. If signing as an executor, trustee, administrator,
custodian, guardian, corporate officer, or pursuant to a power of
attorney, please so indicate below.
<TABLE>
<S> <C>
Dated: By:
Print Name:
</TABLE>
RETURN THIS COMPLETED PROXY CARD IN THE ENVELOPE ENCLOSED. ALLOW
SUFFICIENT MAILING TIME FOR IT TO REACH OUR OFFICE NO LATER THAN
SEPTEMBER 28, 1999.
Check this box if you have either a change of address or
comments, and please note the same on this proxy card.
