<PAGE>
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. / /)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14(a)-11(c) or Rule 14a-12
Mirage Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
Board of Directors of Mirage Holdings, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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:
- -------------------------------------------------------------------------------
<PAGE>
(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
previously paid. 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:
- -------------------------------------------------------------------------------
<PAGE>
MIRAGE HOLDINGS, INC.
November 3, 1998
DEAR STOCKHOLDER:
You are cordially invited to attend the Annual Meeting of Stockholders of
Mirage Holdings, Inc., to be held on November 20, 1998, at 3:00 p.m. local time
at the Company's offices at 3000 West Olympic Boulevard, Conference Room A,
Santa Monica, California. I encourage you to attend.
At the meeting, we will elect five directors, amend our bylaws to change
the date for the annual Shareholders and Board of Directors meetings to October
15th, ratify the closing of the Diamond Bar store due to a lack of earnings, and
approve Stonefield Josephson, Inc. as the Company's independent auditors for
1998. There will also be a report on the Company's business, and stockholders
will have an opportunity to ask questions.
The vote of each stockholder is important. Therefore, whether or not you
plan to attend the meeting, I urge you to complete and sign the accompanying
proxy and return it in the enclosed envelope as promptly as possible.
Very truly yours,
/s/ Najeeb U. Ghauri
Najeeb U. Ghauri
CHIEF EXECUTIVE OFFICER
<PAGE>
Mirage Holdings, Inc.
3000 West Olympic Boulevard, Suite 2235
Santa Monica, California 90404
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held November 20, 1998
To the Stockholders of Mirage Holdings, Inc.:
The Annual Meeting of Stockholders of Mirage Holdings, Inc. (the "Company")
will be held on November 20, 1998, at 3:00 p.m. local time at the Company's
offices at 3000 West Olympic Boulevard, Conference Room A, Santa Monica,
California, for the following purposes:
1. To elect five directors, each to hold office for a term of one year
ending in 1999 or when their successors are elected.
2. To amend the date of the Company's annual meeting to coincide with the
filing of the Company's Annual Report (10-KSB) with the Securities and
Exchange Commission on October 15th of each year.
3. To ratify the appointment of Stonefield Josephson, Inc. as the
Company's independent auditors for 1999.
4. To ratify closing of the Diamond Bar clothing store due to lack of
earnings, but not foreclosing the possibility of other future business
ventures in the fashion industry, in the discretion of the elected
Board of Directors.
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record as shown on the books of the Company at the
close of business on October 9, 1998, the record date and time fixed by the
Board of Directors, will be entitled to vote at the meeting and any adjournment
thereof.
By order of the Board of Directors
Mirage Holdings, Inc.
/s/ Najeeb U. Ghauri
Najeeb U. Ghauri
PRESIDENT, CHIEF EXECUTIVE OFFICER,
AND SECRETARY
November 3, 1998
Santa Monica, California
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY DESIRE.
<PAGE>
Mirage Holdings, Inc.
3000 West Olympic Boulevard, Suite 2235
Santa Monica, California 90404
---------
PROXY STATEMENT
---------
GENERAL INFORMATION
SOLICITATION OF PROXIES
This Proxy Statement is furnished to holders of the common stock, par value
$.001 per share, of Mirage Holdings, Inc., a Nevada corporation (the "Company"),
in connection with the solicitation by the Company's Board of Directors of
proxies for use at the Company's Annual Meeting of Stockholders (the "Annual
Meeting") to be held on November 20, 1998, at 3:00 p.m. local time at the
Company's offices at 3000 West Olympic Boulevard, Conference Room A, Santa
Monica, California, and any and all adjournments thereof. The purpose of the
Annual Meeting and the matters to be acted on there are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting has been called for the purpose of electing five
directors to the Company's Board of Directors for a one-year term, to amend the
date of the Company's annual meeting to coincide with the filing of the
Company's Annual Report (10-KSB) on October 15th of each year, to ratify the
appointment of Stonefield Josephson, Inc. as the Company's independent auditors
for 1999, to ratify the closing of the Diamond Bar store due to lack of
earnings, but not foreclosing on the possibility of future business ventures in
the fashion industry in the discretion of the elected Board of Directors, and to
consider such other matters as may properly come before the Annual Meeting.
Solicitations of proxies will be made by preparing and mailing the Notice
of Annual Meeting, Proxy Statement and proxy to stockholders of record as of the
close of business on October 9, 1998. These materials are expected to be first
mailed to stockholders on or about November 3, 1998. The cost of making the
solicitation includes the cost of preparing and mailing the Notice of Annual
Meeting, Proxy Statement and proxy and the payment of charges made by brokerage
houses and other custodians, nominees and fiduciaries for forwarding documents
to stockholders. In certain instances, officers of the Company may make special
solicitations of proxies either in person or by telephone. Expenses incurred in
connection with special solicitations are expected to be nominal. The Company
will bear all expenses incurred in connection with the solicitation of proxies
for the Annual Meeting.
VOTING AND REVOCATION OF PROXIES
A stockholder giving a proxy on the enclosed form may revoke it at any time
prior to the actual voting at the Annual Meeting by filing written notice of the
termination of the appointment with an officer of the Company, by attending the
Annual Meeting and voting in person or by filing a new written appointment of a
proxy with an officer of the Company. The revocation of a proxy will not affect
any vote taken prior to the revocation.
Unless a proxy is revoked or there is a direction to abstain on one or more
proposals, it will be voted on each proposal and, if a choice is made with
respect to any matter to be acted upon, in accordance with such choice. If no
choice is specified, the proxies intend to vote the shares represented thereby
to approve Proposals No. 1, 2, 3, and 4 as set forth in the accompanying Notice
of Annual Meeting of Stockholders, and in accordance with their best judgment on
any other matters that may properly come before the Annual Meeting.
<PAGE>
VOTING AT THE MEETING
Only stockholders of record at the close of business on October 9, 1998 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. On October 9, 1998, there were 2,555,065 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on the matters
to be presented at the Annual Meeting.
A majority of the votes entitled to be cast on matters to be considered at
the Annual Meeting, present in person or by proxy, will constitute a quorum at
the Annual Meeting. If a share is represented for any purpose at the Annual
Meeting, it is deemed to be present for all other matters. Abstentions and
broker nonvotes will be counted for purposes of determining the presence or
absence of a quorum. "Broker nonvotes" are shares held by brokers or nominees
which are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner. Under applicable Nevada law, the effect of broker nonvotes on
a particular matter depends on whether the matter is one as to which the broker
or nominee has discretionary voting authority. The effect of broker nonvotes on
the specific items to be brought before the Annual Meeting is discussed under
each item.
A list of those stockholders entitled to vote at the Annual Meeting will be
available for a period of ten days prior to the Annual Meeting for examination
by any stockholder at the Company's principal executive offices, 3000 West
Olympic Boulevard, Conference Room A, Santa Monica, California, and at the
Annual Meeting.
ELECTION OF DIRECTORS
(PROPOSAL #1)
GENERAL INFORMATION
The Bylaws of the Company provide that the Company is authorized to have up
to five directors, and that stockholders will elect the directors of the Company
at each annual meeting. Directors are elected to serve a one-year term.
Directors being elected at the Annual Meeting will serve until the Company's
next annual meeting of stockholders, or until their successors have been duly
elected and qualified.
The five nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them,
a quorum being present, shall be elected as directors. Only votes cast for a
nominee will be counted, except that the accompanying proxy will be voted for
all nominees in the absence of instruction to the contrary. Abstentions, broker
nonvotes and instructions on the accompanying proxy to withhold authority to
vote for one or more nominees will result in the respective nominees receiving
fewer votes. However, the number of votes otherwise received by the nominee
will not be reduced by such action.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES NAMED BELOW.
INFORMATION REGARDING NOMINEES
All nominees have consented to serve if elected, but if any becomes unable
to serve, the persons named as proxies may exercise their discretion to vote for
a substitute nominee. The stockholders have previously elected all director
candidates. The name, age, business experience and offices held by each
director nominee are as follows:
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE DIRECTOR SINCE POSITION WITH THE COMPANY
- ------------ -------------- -------------------------
<S> <C> <C>
Najeeb U. Ghauri (43) 1997 Chief Executive Officer, President, Secretary Director
Gill Champion (55) 1997 Vice President, Chief Financial Officer, Director
Irfan Mustafa (46) 1997 Chairman of the Board, Director
Naeem Ghauri (41) N/A None
Earl Shannon (31) N/A None
</TABLE>
NAJEEB U. GHAURI, age 43. Since the Company acquired Mirage Collection,
Inc. (the "Subsidiary") in 1997, Mr. Ghauri has served as the Chief Executive
Officer, President, Secretary and as a director of the Company, and the Chief
Financial Officer of the Subsidiary. In addition to his duties as Chief
Executive Officer, President, and Secretary, Mr. Ghauri is also the one who
conceptualized the vision of the Company's role in the high-tech market. He
developed the plan to find a healthy high tech Company and consummate a business
relationship. Mr. Ghauri's contacts worldwide, produced the prime candidate to
advance the Company to the next millennium with investment in the high
technology field. Mr. Ghauri has an M.B.A. in Marketing Management from the
Claremont Graduate School (1983) and a B.S. degree in Management/Economics from
Eastern Illinois University (1980). Mr. Ghauri has been employed by Arco
Petroleum Products Co. from 1987 through May 1997 as Territory Manager. Mr.
Ghauri is fluent in English, Urdu, and Indian languages and has a working
knowledge of mid-eastern languages.
GILL CHAMPION, age 55, was appointed as Vice President, Chief Financial
Officer, and director of the Company in May 1997. Mr. Champion was instrumental
in implementing and carrying forward the Public Offering the Company underwent
recently. Mr. Champion has a B.A. degree from New York University; attended
Rutgers University; and attended the American Academy of Dramatic Arts. Prior
to joining the Company, Mr. Champion was C.E.O. of American Cinema Stores, Inc.,
a public company, from 1990 through 1996 where he established domestic and
international sales and marketing strategies and distribution channels for
licensed entertainment products. He was Executive Vice President of Reel
Treasures, Inc. from 1985 through 1989; Vice President of Gaylord Broadcasting
from 1981 through 1984; and Vice President of Production of Producer Circle Co.
from 1976 through 1981.
IRFAN MUSTAFA, age 46, has been the Chairman of the Board and Director of
Mirage Holdings, Inc. since the inception of the Company in April 1997. Mr.
Mustafa's technology experience was instrumental in the acquisition of NetSol
International. Mr. Irfan continuously advised the Board of Directors and
Officers of the Company, of the different benefits acquiring a high tech company
would bring to the Company. Mr. Mustafa has an M.B.A. from IMD (formerly
Imede), Lausanne, Switzerland (1975); an M.B.A. from the Institute of Business
Administration, Karachi, Pakistan (1974); and a B.S.C. in Economics, from Punjab
University, Lahore, Pakistan (1971). Mr. Mustafa has been employed by Pepsicola
Company since 1990 and continuing through the present. His current position at
Pepsicola is as a leader of the Executive Designate Program. He was Area Vice
President for Egypt and Sudan from 1994 through 1995 and Area Vice President for
West Asia from 1990 through 1994. Mr. Mustafa is the Chairman and Founder Member
of the Pepsi Education Foundation, Pakistan; Founder Member of the Market
Research Society, Pakistan; and a member of the Board of Trustees of Educational
and Charitable Organizations in Pakistan.
NAEEM GHAURI, age 41, currently resides in the United Kingdom. Mr. Ghauri
is a Director of Network Solution (PVT) Limited and has extensive business
experience in the computer software industry. From 1994 to the present, Mr.
Ghauri has held the position of Senior IT Manager with Daimler-Benz, Europe.
From 1991 through 1994 Mr. Ghauri was employed as a Senior Systems Consultant
with various European companies. Mr. Ghauri has a B.S. in Aeronautical
Engineering from Northrop University (1983).
3
<PAGE>
EARL T. SHANNON, age 31, is currently the President and Director of
Winthrop Venture Management, Inc., an investment management company based in
Fort Lauderdale, Florida. The company manages the portfolios of select private
individuals and is the General Partner of The Winthrop Venture Fund, Ltd., a
private, invitation only investment fund. Mr. Shannon is also the sole
consultant to The Silas Offshore Funds, Ltd., a Bahamian based private mutual
fund.
Najeeb Ghauri and Naeem Ghauri have a fraternal relationship. None of the
other nominees have any familial relationship.
BOARD COMMITTEES
The Company does not have any special committees.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION. The following table sets forth information
concerning compensation of the Company's Chairman of the Board and Chief
Executive Officer and each of the Company's other executive officers. The
persons identified below were the Company's only executive officers during
fiscal year 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Name and Principal Position Year Annual Awards(2)
Compensation(1) -------------------------
Restricted Securities
Stock Underlying
Awards(3) Options(4)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Najeeb U. Ghauri, President and 1998 $91,150 200,000 50,000
Secretary of Mirage Holdings, Inc.
- ----------------------------------------------------------------------------------------------
Gill Champion, Vice President and 1998 $91,149 50,000 50,000
Chief Financial Officer of Mirage
Holdings, Inc.
- ----------------------------------------------------------------------------------------------
All Officers as a Group (2 persons) 1998 $182,299 250,000 100,000
- ----------------------------------------------------------------------------------------------
</TABLE>
____________________________________
(1) No officers received or will receive any bonus or other annual compensation
other than salaries during fiscal 1998. The table does not include any
amounts for personal benefits extended to officers of the Company, such as
the cost of automobiles, life insurance and supplemental medical insurance,
because the specific dollar amounts of such personal benefits cannot be
ascertained. Management believes that the value of non-cash benefits and
compensation distributed to executive officers of the Company individually
or as a group during fiscal year 1996 did not exceed the lesser of $50,000
or ten percent of such officers' individual cash compensation or, with
respect to the group, $50,000 times the number of persons in the group or
ten percent of the group's aggregate cash compensation.
(2) No officers received or will receive any long term incentive plan (LTIP)
payouts or other payouts during fiscal 1998.
(3) All stock awards are shares of Common Stock of the Company.
(4) All securities underlying options are shares of Common Stock of the
Company.
4
<PAGE>
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
concerning each exercise of a stock option during the fiscal year ended June 30,
1998 by each of the Named Executives and the number and value of unexercised
options granted by the Company held by each of the Named Executives on June 30,
1998.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-ENDED OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF NUMBER OF SHARES VALUE OF UNEXERCISED IN-
NAME SHARES VALUE REALIZED(1) UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT
ACQUIRED ON OPTIONS AT 06/30/98 06/30/98(2)
EXERCISE EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Najeeb U. Ghauri 0 $ 0 50,000/0 $ 0/0
- --------------------------------------------------------------------------------------------------------------------
Gill Champion 0 0 50,000/0 0/0
- --------------------------------------------------------------------------------------------------------------------
Irfan Mustafa 0 0 20,000/0 0/0
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Market value on the date of exercise of shares covered by options
exercised, less option exercise price.
(2) Market value of the shares covered by in-the-money options on June 30,
1998, less the option exercise price.
COMPENSATION OF DIRECTORS; THE 1997 STOCK OPTION PLAN
The Company may reimburse each director for out-of-pocket expenses incurred
in connection with their attendance at meetings. In addition, the 1997 Stock
Option Plan provides for the grant of stock options to nonemployee directors of
the Company without any action on the part of the Board of Directors or the
Compensation Committee, if any, upon the terms and conditions set forth in the
1997 Stock Option Plan. The exercise price of such options shall be equal to
100 percent of the fair market value of the Common Stock subject to the option
on the date on which such options are granted. Each option shall be subject
to the other provisions of the 1997 Stock Option Plan.
EMPLOYMENT AGREEMENTS
There is currently no formal employment agreement with any of the officers
or directors of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date hereof, certain information
regarding the ownership of the Common Stock of the Company by (i) each person
who is known to the Company to own, of record or beneficially, more than five
percent of the Common Stock, (ii) each of the Company's directors and director
nominees and (iii) all directors and executive officers as a group. Where the
persons listed have the right to acquire additional shares of Common Stock
through the exercise of options or warrants within 60 days, such additional
shares are deemed to be outstanding for the purpose of computing the percentage
of outstanding shares owned by such persons, but are not deemed to be
outstanding for the purpose of computing the percentage ownership interests of
any other person. Unless otherwise indicated, each of the stockholders shown in
the table below has sole voting and investment power with respect to the shares
beneficially owned.
5
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
PERCENTAGE
NUMBER OF BENEFICIALLY OWNED
NAME SHARES(1)
- -------------------------------------------------------------------------
<S> <C> <C>
Whittington Investments, Ltd. 993,400(2) 39.1%
Suite M2 Charlotte House
P.O. Box N4825
Nassau, Bahamas
- -------------------------------------------------------------------------
Clearweather Investments 387,565(3) 14.0%
- -------------------------------------------------------------------------
Najeeb U. Ghauri 250,000(4) 9.7%
- -------------------------------------------------------------------------
Irfan Mustafa 120,000(5) 4.7%
- -------------------------------------------------------------------------
Gill Champion 100,000(6) 3.9%
- -------------------------------------------------------------------------
All officers and directors as a 470,000 17.8%
group (3 persons)
- -------------------------------------------------------------------------
</TABLE>
______________
(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
(2) Includes 23,000 Warrants for shares of Common Stock of the Company at an
exercise price of $.75 for a term of five years from the date of purchase
of April 10, 1997.
(3) Includes 259,500 Warrants for shares of Common Stock of the Company at an
exercise price of $.75 for a term of five years from the date of purchase
of April 10, 1997.
(4) Includes 50,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997.
(5) Includes 20,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997.
(6) Includes 50,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
On March 30, 1997, the Company purchased 10% of the outstanding capital
stock of Network Solutions (PVT) Limited, a software development firm in
Lahore, Pakistan ("Netsol"), in exchange for the payment of $275,000. Netsol
was incorporated in Pakistan on August 22, 1996, under the Companies
Ordinance, 1984, as a private Company limited by shares. The principal
business of NetSol is the development and export of software. Through its
affiliation with NetSol, the Company can assist NetSol in marketing its
software development services to North American and European clients.
Effective September 15, 1998, the Company increased its ownership of NetSol
to 51% of NetSol's outstanding capital stock and also purchased 43% of the
outstanding capital stock of NetSol (U.K.) Limited, a corporation organized
under the laws of the United Kingdom ("NetSol UK"), which is a sister
company to NetSol. The Company paid a purchase price for the increased
interest in NetSol and the interest in NetSol UK of $500,000 plus 490,000
shares of common stock of the Company.
The Chief Executive Officer, President and Director of NetSol is Salim
Ghauri; one of the Directors of NetSol is Shahab Ghauri. The Chief Executive
Officer, President, and Director of NetSol is Salim Ghauri; one of the
Directors of NetSol is Shahab Ghauri and another Director of NetSol is Naeem
Ghauri; all brothers of Najeeb U. Ghauri, Chief Executive Officer, President,
Secretary and Director of the Company. The Company believes that its
investment with NetSol was on terms at least as favorable to the Company as
would be obtainable in arms' length dealings with unrelated third party
persons. Further, the Company's intent is that all future transactions
between the Company and NetSol will be on terms at least as favorable to the
Company as would be obtainable in arms' length dealings with unrelated third
persons. However, the ongoing familial relationship between management of
the Company and management of NetSol could result in conflicts of interest
between the Company and NetSol, which could
6
<PAGE>
result in actions taken by the Company that do not fully reflect the interests
of all shareholders of the Company. In order to minimize any conflict of
interest, the fairness and reasonableness of any material transaction between
the Company and NetSol in the future will be subject to approval by a majority
of the independent members of the Board of Directors of the Company or by an
independent firm selected by such members.
AMENDMENT OF BYLAWS TO CHANGE THE DATE
OF ANNUAL MEETING TO OCTOBER 15
(PROPOSAL #2)
Currently, the Bylaws of the Company provides the annual meeting of
Directors and Shareholders to be held on August 15th of each year.
The Board of Directors find it is in the best interests of the Company
and the Stockholders to change the date of the annual meeting of Directors
and Shareholders to October 15th. Since the Company is now a public company,
it must file annual reports and proxies with the Securities and Exchange
Commission ("SEC"). The change in the date to October 15th will provide the
Company with the opportunity to file its Form 10-KSB and its proxy statement
with the SEC concurrently, saving the Company additional costs of filing each
document separately via electronic filing system ("Edger"), as it is required
by the SEC, and conducting the mailing of each document together, rather than
separately, to the Stockholders. This Proposal would save the Company funds
in mailing and filing the 10-KSB and the proxy.
The affirmative vote of holders of a majority of the aggregate voting power
of Common Stock issued, outstanding and entitled to vote, present or represented
at the Annual Meeting, a quorum being present, is required for the adoption of
this proposal. Broker nonvotes with respect to this matter will be treated as
neither a vote "for" nor a vote "against" the matter, although they will be
counted in determining if a quorum is present. However, abstentions will be
considered in determining the number of votes required to attain a majority of
the shares present or represented at the Annual Meeting and entitled to vote.
Accordingly, an abstention from voting by a stockholder present in person or by
proxy at the meeting has the same legal effect as a vote "against" the matter
because it represents a share present or represented at the Annual Meeting and
entitled to vote, thereby increasing the number of affirmative votes required to
approve this proposal.
THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT OF BYLAWS CHANGING THE DATE OF
THE ANNUAL MEETING OF BOARD OF DIRECTORS AND STOCKHOLDERS TO OCTOBER 15TH.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL 1999
(PROPOSAL #3)
The Board of Directors has appointed Stonefield Josephson, Inc. as
independent auditors of the Company with respect to its operations for fiscal
1999, and has further directed that management submit such appointment for
ratification by the holders of the Common Stock at the annual meeting of
Stockholders. In taking this action, the members of the Board considered
carefully Stonefield Josephson, Inc.'s reputation in providing accounting
services to other companies in the software and retail industries, its
independence with respect to the services to be performed, its general
reputation for adherence to professional auditing standards and the performance
of Stonefield Josephson, Inc. during the audit of the Company's consolidated
financial statements for fiscal 1998.
On August 15, 1997, management of the Company, as directed by the Board of
Directors, engaged the accounting firm of Stonefield Josephson, Inc. as its
independent auditors and dismissed the firm of Hoffski
7
<PAGE>
& Pisano, PC, which was the Company's independent auditors. The decision to
change independent auditors was recommended and approved by the Company's Board
of Directors. In connection with the audits for the two fiscal years ended June
30, 1996 and 1995, respectively, and the subsequent period through the date of
their dismissal, there were no disagreements between the Company and Hoffski &
Pisano, PC on any matters of accounting principles, financial statement
disclosure, auditing scope or procedure or any reportable events. Hoffski &
Pisano, PC's report on the Company's financial statements for fiscal year 1996
contained no adverse opinion or disclaimer of opinion. Hoffski & Pisano, PC's
report on the Company's financial statement for fiscal year 1995 contained an
uncertainty paragraph regarding the Company's ability to continue as a going
concern.
Stockholder ratification of the selection of Stonefield Josephson, Inc. as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. The Board, however, is submitting the selection of Stonefield
Josephson, Inc. to the stockholders for ratification as a matter of good
corporate practice. Therefore, there will be presented at the Annual Meeting a
proposal for the ratification of this appointment, which the Board of Directors
believes is advisable and in the best interests of the stockholders. If the
appointment of Stonefield Josephson, Inc. is not ratified, the matter of the
appointment of independent public accountants will be considered by the Board of
Directors.
The affirmative vote of holders of a majority of the aggregate voting power
of Common Stock issued, outstanding and entitled to vote, present or represented
at the Annual Meeting, a quorum being present, is required for the adoption of
this proposal. Broker nonvotes with respect to this matter will be treated as
neither a vote "for" nor a vote "against" the matter, although they will be
counted in determining if a quorum is present. However, abstentions will be
considered in determining the number of votes required to attain a majority of
the shares present or represented at the Annual Meeting and entitled to vote.
Accordingly, an abstention from voting by a stockholder present in person or by
proxy at the meeting has the same legal effect as a vote "against" the matter
because it represents a share present or represented at the Annual Meeting and
entitled to vote, thereby increasing the number of affirmative votes required to
approve this proposal.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
STONEFIELD JOSEPHSON, INC. AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL
1999.
RATIFICATION OF CLOSING OF THE DIAMOND BAR STORE DUE TO LACK OF EARNINGS,
BUT NOT FORECLOSING THE POSSIBILITY OF OTHER FUTURE BUSINESS VENTURES IN THE
FASHION INDUSTRY, AT THE DISCRETION OF THE BOARD OF DIRECTORS.
(PROPOSAL #4)
The Board of Directors recommends the closing of the clothing store in the
city of Diamond Bar due to lack of earnings and low inventory. The Company's
involvement in the retail and fashion industry will continue; however, the Board
of Directors find it is in the best interests of the Company not to expend funds
in rebuilding the retail inventory until there are more funds available for this
purpose.
The Board of Directors also finds that Mirage should continue its efforts
in the fashion and retail market since it has already established a good
reputation in the industry, and many associated the Company with well made,
original and unique clothing.
The affirmative vote of holders of a majority of the aggregate voting power
of Common Stock issued, outstanding and entitled to vote, present or represented
at the Annual Meeting, a quorum being present, is required for the adoption of
this proposal. Broker nonvotes with respect to this matter will be treated as
neither a vote "for" nor a vote "against" the matter, although they will be
counted in determining if a quorum is present. However, abstentions will be
considered in determining the number of votes required to attain a majority of
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the shares present or represented at the Annual Meeting and entitled to vote.
Accordingly, an abstention from voting by a stockholder present in person or by
proxy at the meeting has the same legal effect as a vote "against" the matter
because it represents a share present or represented at the Annual Meeting and
entitled to vote, thereby increasing the number of affirmative votes required to
approve this proposal.
THE BOARD RECOMMENDS A VOTE "FOR" THE CLOSING OF THE DIAMOND BAR STORE DUE
TO LACK OF EARNINGS, BUT NOT FORECLOSING THE POSSIBILITIES OF OTHER FUTURE
BUSINESS VENTURES IN THE FASHION AND RETAIN INDUSTRY, A THE DISCRETION OF THE
BOARD OF DIRECTORS.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1999
The rules of the Securities and Exchange Commission permit stockholders of
the Company, after notice to the Company, to present proposals for stockholder
action in the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for stockholder action and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. The Company's 1999 annual
meeting of stockholders is expected to be held on or about October 15, 1999, and
proxy materials in connection with that meeting are expected to be mailed on or
about September 28, 1999. Stockholder proposals prepared in accordance with the
proxy rules must be received by the Company on or before June 18, 1999.
FILINGS UNDER SECTION 16(a)
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons holding ten percent or more of a registered class of the
Company's equity securities, to file reports regarding their ownership and
regarding their acquisitions and dispositions of the Company's equity securities
with the Securities and Exchange Commission. Officers, directors and greater
than ten-percent beneficial owners are required by applicable regulations to
furnish the Company with copies of any Section 16(a) forms they file.
Based solely upon a review of the copies of the forms furnished to the
Company and written representations of the Company's directors and executive
officers, the Company believes that some of the filings required and applicable
to its officers, directors and ten-percent beneficial owners were complied with
during fiscal 1998 and some were not.
OTHER MATTERS
The Board of Directors of the Company does not intend to present any
business at the Annual Meeting other than the matters specifically set forth in
this Proxy Statement and knows of no other business to come before the Annual
Meeting. However, on all matters properly brought before the Annual Meeting by
the Board or by others, the persons named as proxies in the accompanying proxy
will vote in accordance with their best judgment.
It is important that your shares are represented and voted at the Annual
Meeting, whether or not you plan to attend. Accordingly, we respectfully
request that you sign, date and mail your Proxy in the enclosed envelope as
promptly as possible.
9
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A copy of Mirage Holding, Inc.'s Annual Report on Form 10-KSB for the year
ended June 30, 1998, which has been filed with the SEC pursuant to the Exchange
Act, may be obtained without charge upon written request to Najeeb U. Ghauri,
President, Mirage Holdings, Inc., 3000 West Olympic Boulevard, Suite 2235, Santa
Monica, California, 90404 or from the Internet at WWW.SEC.GOV from the SEC's
Edgar database.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Najeeb U. Ghauri
--------------------------------------------
Najeeb U. Ghauri
President, Chief Executive Officer
and Secretary
10
<PAGE>
MIRAGE HOLDINGS, INC.
3000 West Olympic Boulevard, Suite 2235
Santa Monica, California 90404
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Najeeb U. Ghauri and Gill Champion, and each
of them with full power of substitution, as his or her Proxies to represent
and vote, as designated below, all of the shares of the Common Stock of
Mirage Holdings, Inc., registered in the name of the undersigned on November
20, 1998, with the powers the undersigned would possess if personally present
at the 1998 Annual Meeting of Stockholders to be held at the Company's
offices at 3000 West Olympic Boulevard, Conference Room A, Santa Monica,
California at 3:00 p.m., local time, on November 20, 1998 and at any
adjournment thereof, hereby revoking any proxy or proxies previously given.
<PAGE>
Please mark your
/X/ votes as in this
example using
dark ink only.
1. ELECTION OF DIRECTORS:
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary below) to vote for all nominees listed below
(To WITHHOLD authority to vote for any individual nominee strike a line
through the nominee's name below)
Najeeb U. Ghauri Gill Champion Irfan Muslafa Naeem Ghauri Earl Shannon
______________________________________________________________________________
For Against Abstain
2. Proposal to amend the Company's Bylaws for / / / / / /
CHANGING the date of the Annual Meeting to
October 15th.
For Against Abstain
3. Proposal to ratify closure of the Diamond Bar
store due to lack of earnings, but not foreclose / / / / / /
on the possibility of future business ventures
in the fashion industry in the discretion of the
elected Board of Directors.
For Against Abstain
4. Proposal to ratify the appointment of
Stonefield Josephson, Inc. as the Company's / / / / / /
independent auditors for fiscal 1999.
Discretionary authority is hereby granted with respect to such other matters
as may properly come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR,
"FOR" PROPOSAL #2, "FOR" PROPOSAL #3, "FOR" PROPOSAL #4, AND IN THE PROXY'S
DISCRETION ON ANY OTHER MATTERS TO COME BEFORE THE MEETING.
__________________________ ________________________ Dated: _________, 1998
(Signature) (Second signature)
PLEASE DATE AND SIGN ABOVE exactly as your name appears on your Stock
Certificate, indicating where appropriate, official position or
representative capacity.
