AMENDED SCHEDULE 14A INFORMATION
This Amends the Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 filed October 11, 2000, amending the amount of
consideration paid by ELine to the Registrant.
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Amended Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material under Rule 14a-12
RAPID RETRIEVAL SYSTEMS, INC.
Name of the Registrant as Specified In Its Charter
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6a(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
Common Stock
2. Aggregate number of securities to which transaction applies:
Common Stock: 10,400,000
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): Not applicable.
4. Proposed maximum aggregate value of transaction: Not applicable
5. fee paid: Not applicable
[] 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
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid: Not applicable
2. Form, Schedule or Registration Statement No. Not applicable
3. Filing Party: Not applicable
4. Date Filed: Not applicable
<PAGE>
RAPID RETRIEVAL SYSTEMS, INC.
1795 Saundersville Ferry Road
Mt. Juliet, TN 37122
(615) 754-1871
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PROXY STATEMENT
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Regarding an Amendment to the Articles of Incorporation
Reflecting a Change of Name
---------------------------------
Approximate date of Mailing this Proxy Statement: September 4, 2000
<PAGE>
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Rapid Retrieval Systems,
Inc., a Nevada corporation (the "Company"), to stockholders in connection with
the resolution providing for an amendment to the Articles of Incorporation
changing the name of the Company to "ELine Music.com, Inc." to be voted upon
at a special meeting of the stockholders of the Company (the "Meeting"). The
Meeting is to be held at 1795 Saundersville Ferry Road, Mt. Juliet, TN 37122, on
September 14, 2000, at 9:00 a.m., Eastern Standard Time. The accompanying
Notice of Special Meeting of Stockholders, this Proxy Statement and the enclosed
proxy are first being mailed to stockholders on or about September 4, 2000.
This amendment is the only matter to be presented to the stockholders.
Section 78.390 of the Nevada Revised Statutes provides that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted bit the resolution of the Board of Directors and then be subject to the
approval of persons owning a majority of the securities entitled to vote on any
such amendment. See the caption "Amendment to the Articles of Incorporation and
Vote Required for Approval" herein.
The cost of preparing, printing and mailing each of these documents and
of the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail. The Company will request brokers,
custodians, nominees and other like parties to forward copies of proxy materials
to beneficial owners of the Company's $0.001 par value common stock (the "Common
Stock") and will reimburse such parties for their reasonable and customary
charges or expenses in this regard.
Record Date and Outstanding Shares
The Board of Directors has fixed August 15, 2000 as the record date for
the determination of holders of Common Stock entitled to notice of and to vote
at the Meeting. At the close of business on that date there are or will be
10,400,000 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock will be entitled to one vote per share in the approval of the
change of name.
PROXIES AND REVOCABLILITY OF PROXIES
The enclosed proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company prior
to or at the meeting, and not properly revoked will be voted at the Meeting or
any adjournment thereof in accordance with the instructions given therein.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by:
(i) filing with the President of the Company, at or before the
taking of the vote at the Meeting, a written notice of revocation bearing a
later date than the date of the proxy; (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the President of the Company
before the Meeting; or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy should be sent to
Rapid Retrieval Systems, Inc., 1795 Saundersville Ferry Road, Mt. Juliet, TN
37122, Attention Sonny Paradise, President, or hand delivered to the President,
at or before the taking of the vote at the meeting.
DISSENTERS' RIGHT OF APPRAISAL
The Nevada Revised Statutes do not provide for dissenters' rights of
appraisal in connection with a change of name of a Nevada corporation.
Accordingly, stockholders will not have appraisal rights with respect to the
proposal change of the Company's name.
INTEREST OF CERTAIN PERSON IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
in the proposed amendment to change the name of the Company or in any action
covered by the related resolutions adopted by the Board of Directors and
executive officers, which is not by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
The securities that are entitled to vote at the Meeting consist of
10,400,000 shares of $0.001 par value common stock of the Company. Each share
of common stock is entitled to one vote. The number of outstanding shares of
common stock at the close of business on August 15, 2000, the record date for
determining stockholders entitled to notice or to vote on the amendment to the
Company's Articles of Incorporation, are or will be 10,400,000, held by 28
stockholders.
Security Ownership of Principal Holders and Management.
To the knowledge of management and based upon a review of the stock
ledger maintained by its transfer agent and registrar, the following table sets
for the beneficial ownership of persons who own more than five percent (5%) of
the Company's common stock as of the date hereof, and the shareholders of
management, to wit:
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Of Beneficial of
Address of Record Title Ownership Class
<S> <C> <C> <C>
Elio Guglielmi Director 6,000 Less than 1%
Suite 403-700 West Broadway
Vancouver, B.C. V6C 1G8
Sonny Paradise President, Director 9,920,000 95%
14919 Lebenon Road
Old Hickory, TN 37138
All Directors and Executive
Officers as a Group (3) 9,926,000 95%
</TABLE>
Contractual Arrangements Regarding Changes in Control
Pursuant to a Plan and Agreement of Merger dated June 6, 2000, and
deemed to have been closed on August 15, 2000, between the Registrant and ELine
Music.com, Inc., a Tennessee corporation ("ELine"), the ELine stockholders
became the controlling stockholders of the company in a transaction viewed as a
reverse merger. The Plan was treated as a purchase for accounting purposes.
Changes in Control Since the Beginning of the Last Fiscal Year
Plan was adopted, ratified and approved by the Board of Directors of
the Company at a special meeting held on June 6, 2000.
The former principal stockholder of the Company and his percentage of
ownership of the outstanding voting securities of the Company prior to the
completion of the Plan was Elio Guglielmi, former President/Secretary and
Director of the Company, owned 30,000 pre-split shares or 1.5%.
The source of the consideration used by ELine to acquire its interest
in the Company was the exchange of 100% of the outstanding common stock of the
Company and $250,000 cash.
The basis of the "control" by the ELine stockholders is stock ownership.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
The purpose of the amendment is to change the name of the Company to
"ELine Music.com, Inc.". This will give the Company a name that reflects its
present business operations as being conducted by ELine.
Section 78.390 of the Nevada Revised Statutes provides that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted by the resolution of the Board of Directors and then be subject to the
approval of persons owning a majority of the securities entitled to vote on any
such amendment.
Quorum and Voting.
In accordance with the Bylaws of the Company, the presence in person or
by proxy of a majority of the total number of outstanding shares of common stock
entitled to vote at the Meeting is required to constitute a quorum for the
transaction of business at the Meeting. Abstentions and broker non-votes will be
considered represented at the Meeting for the purpose of determining a quorum.
The shares represented by each proxy will be voted in accordance with
the instructions given therein. Where no instructions are indicated, the proxy
will be voted for the amendment to the Articles of Incorporation reflecting a
change of the name and, at the discretion of the persons named in the proxy, on
any other business that may properly come before the Meeting.
Under applicable law and the Company's Bylaws, if a quorum is present
at the Meeting, the amendment to the Articles of Incorporation reflecting a
change of name will be approved if the shares voting in favor of the change of
name exceed the shares voting against. Each stockholder will be entitled to one
vote for each share of Common Stock held in the approval of this amendment. Any
other matter submitted to a vote of the stockholders at the Meeting will be
approved if a majority of votes cast at the Meeting in person or by proxy vote
in favor thereof.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business
other than the aforementioned matter that will be presented for consideration at
the Meeting. If other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
TRANSFER OF STOCK CERTIFICATES
Subject to adoption of the amendment, on or after September 14, 2000,
stockholders may forward their stock certificates to Pacific Stock Transfer
Company, Attn: Shelley Godfrey, 5844 S. Pecos Road #D, Las Vegas, NV 89120,
telephone 702-361-3033, together with $15.00 for each certificate requested to
be issued or transferred for new stock certificates bearing the new name of the
Company and its new Cusip Number. If stock certificates are being transferred
into the same name, no signature is required; if being transferred to a new
name, the stock certificate submitted must be signed and the signature must be
guaranteed by a "Medallion Member" bank or broker dealer. A stock power
similarly signed and guaranteed will also be acceptable.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS
WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND
RETURN THE
ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
Dated August 24, 2000 /s/ Sonny Paradise
At Old Hickory, Tennessee Sonny Paradise
President, Director
<PAGE>
PROXY
FOR SPECIAL MEETING OF STOCKHOLDERS OF
RAPID RETRIEVAL SYSTEMS, INC.
TO BE HELD SEPTEMBER 14, 2000
By completing and returning this proxy to Rapid Retrieval Systems, Inc.
(the "Company"), you will be designating Sonny Paradise, the President of the
Company, to vote all of your shares of the Company's common stock as indicated
below.
Please complete this proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and returning it to
the Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - CHANGE OF NAME: shall the name of the Company be
changed to "ELine Music.com, Inc."?
YES NO ABSTAIN
_____ _____ ________
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated September 4, 2000 and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
stock represented in this proxy. (Please sign exactly as your name appears on
your stock certificate(s)). Joint owners should both sign. If signing in a
representative capacity, give full titles and attach proof of authority unless
already on file with the Company.
Dated: _____________________, 2000 __________________________________
Name of stockholder (Please print legibly)
Number of Shares: ________________ __________________________________
Signature
This proxy is being solicited by, and the above-referenced proposal is being
proposed by, the Board of Directors of the Company. The proposal to be voted on
is not related to or conditioned on the approval of any other matter. You may
revoke this proxy t any time prior to the vote thereon.
As of August 15, 2000, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a proxy that is
executed and returned to the Company, it will be voted "FOR" the change of name
of the Company. Unless indicated below, by completing and returning this proxy,
the stockholder grants to Mr. Paradise the discretion to vote in accordance with
his best judgment on any other matters that may be presented at the Meeting.
_____ Withhold discretion to vote on any other matter presented at the Meeting.
