SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240-11(c) orss.240.14a-12
North American Resort & Golf, Inc.
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(Name of Registrant as Specified in Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
33163-2nd Avenue
Mission, British Columbia
Canada
(604) 820-7282
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 2000
To the Shareholders:
Notice is hereby given that a special meeting of the shareholders of North
American Resort & Golf, Inc. (the "Company") will be held at the Company's
offices, 33163-2nd Avenue, Mission, British Columbia, Canada on June 27, 2000,
at 10:00 A.M., for the following purpose:
(1) To approve an amendment to the Company's Articles of Incorporation
whereby the name of the Company will be changed to MarketU Inc.;
(2) To ratify the adoption of the Company's Incentive Stock Option Plan
which provides that up to 500,000 shares of common stock may be
issued upon the exercise of options granted pursuant to the
Incentive Stock Option Plan;
(3) To ratify the adoption of the Company's Non-Qualified Stock Option
Plan which provides that up to 1,500,000 shares of common stock may
be issued upon the exercise of options granted pursuant to the
Non-Qualified Plan;
(4) To ratify the adoption of the Company's Stock Bonus Plan which
provides that up to 500,000 shares of common stock may be issued as
stock bonuses pursuant to the Stock Bonus Plan.
to transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on June 8, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting. Shareholders are entitled to one vote for each share
held. As of June 8, 2000, there were 9,489,367 shares of the Company's common
and preferred stock which were entitled to vote at the meeting.
NORTH AMERICAN RESORT & GOLF, INC
June 16, 2000 By William Coughlin
President
<PAGE>
NORTH AMERICAN RESORT & GOLF, INC.
33163-2nd Avenue
Mission, British Columbia
Canada V2V 6T8
(604) 820-7282
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held on June 27, 2000
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at a special meeting of shareholders to be held on June 27,
2000, and at any and all adjournments of such meeting. If the proxy is executed
and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about June 16, 2000.
Only the holders of the Company's common and Series A Preferred stock
are entitled to vote at the meeting. Each share of the common and Series A
Preferred stock is entitled to one vote and votes may be cast either in person
or by proxy. A quorum consisting of one-third of the shares entitled to vote is
required for the meeting. The adoption of the proposal to change the Company's
name will require the approval of the holders of a majority of the issued and
outstanding shares of the Company's common and preferred stock. The affirmative
vote of the holders of a majority of the outstanding shares of the Company's
common and preferred stock is required to approve the other proposals to come
before the meeting.
Shares of the Company's common and preferred stock represented by properly
executed proxies that reflect abstentions or "broker non-votes" will be counted
as present for purposes of determining the presence of a quorum at the special
meeting. "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Abstentions and broker non-votes will have the same effect as votes against the
proposals to be considered at the meeting.
BACKROUND
On April 28, 2000 the Company acquired all of the issued and outstanding
shares of Home Finders Realty Ltd and Most Referred Real Estate Agents, Inc.
(collectively doing business as Home Finders Realty) in exchange for (i)
4,500,000 shares of the Company's Series A Preferred stock and (ii) preferred
shares in a wholly owned subsidiary of the Company which was formed for the sole
purpose of facilitating the acquisition of Home Finders Realty. Each share of
the Company's Series A Preferred stock is entitled to one vote on all matters
submitted to a vote of the Company's shareholders. The Series A Preferred shares
are not entitled to any dividends or any distributions upon the liquidation of
the Company.
<PAGE>
The preferred shares of the Company and the Company's subsidiary may be
exchanged for 4,500,000 shares of the Company's common stock.
Home Finders Realty has a service which allows real estate professionals
and the general public to quickly and efficiently find quality customer service
oriented Realtors in North American cities within a few minutes. This service is
available through AMRR.COM or CMRR.COM websites, or by phoning a 1-800-414-5655
hotline. Mortgage brokers, home inspectors, appraisers, title companies and
attorneys can also be located with the same service.
As of May 10, 2000 Home Finders Realty employed twenty people on a
full-time basis.
Summary financial information concerning Home Finders Realty follows:
December 31, 1999
Current Assets $16,940
Total Assets 157,677
Current liabilities 87,028
Total liabilities 257,945
Working Capital (Deficit) (70,088)
Stockholders' (Deficit) (100,268)
Year ended December 31, 1999
Revenues $775,013
Cost of sales (299,501)
General and administrative expenses (514,205)
---------
Net Loss $(38,693)
=========
Home Finders Realty was acquired from William Coughlin and Carole
Coughlin. The following table lists the shares issued in connection with the
acquisition of Home Finders Realty and the shares of the Company's common stock
which Mr. Coughlin and Ms. Coughlin are entitled to receive.
Shares of Company's
Series A Preferred Shares Common Stock Issuable
Preferred Shares of Subsidiary Upon Exchange
(1)
William Coughlin 2,250,000 2,250,000 2,250,000
Carole Coughlin 2,250,000 2,250,000 2,250,000
(1) One Series A Preferred share together with one preferred share of the
Company's subsidiary may at any time be exchanged for one share of the Company's
common stock.
Following the acquisition of Home Finders Realty, Christine Cerisse
resigned as the Company's president but remained a director of the Company. The
Company's present officers and directors are:
<PAGE>
Name Position
William Coughlin President and a Director
Robert Dent Director
James Sanford Director
Christine Cerisse Director
PRINCIPAL SHAREHOLDERS
Prior to the acquisition of Home Finders Realty the Company had
4,989,367 outstanding shares of common stock. If William and Carole Coughlin
convert their preferred shares into 4,500,000 shares of the Company's common
stock, the Company will have 9,489,367 outstanding shares of common stock.
The following table sets forth, as of June 8, 2000 (and giving effect
to the acquisition of Home Finders Realty) information with respect to the only
persons owning beneficially 5% or more of the Company's common stock and the
number and percentage of outstanding shares owned by each director and officer
and by the Company's officers and directors as a group. Unless otherwise
indicated, each owner has sole voting and investment power over his or her
shares of common stock.
Shares Percentage
Name and Address Owned Ownership (3)
---------------- ------ -------------
William Coughlin 2,250,000 (1) 23.7%
33163-2nd Avenue
Mission, British Columbia
Canada
Carole Coughlin 2,250,000 (1) 23.7%
11202 Stave Lake Road
Mission, British Columbia
Canada
Robert Dent -- --
809 Westview Drive
North Vancouver, British Columbia
Canada V7S 1N5
James Sanford -- --
#106-32119 Old Yale Road
Abbotsford, British Columbia
Canada V2T 2C8
Christine Cerisse 2,500,000 (2) 26.3%
#1111-1367 Alberni St.
Vancouver, British Columbia
Canada
<PAGE>
All officers and directors
as group (four persons) 7,000,000 73.8%
(1) Represents shares of Company's common stock issuable upon exchange of
preferred shares held by this shareholder. William Coughlin may be
considered the beneficial owner of the shares owned by Carole Coughlin.
(2) Ms. Cerisse acquired these shares in June 1999 from a former officer and
director of the Company.
(3) Assumes the preferred shares of the Company and the Company's subsidiary
which were issued in connection with the acquisition of Home Finders
Realty are exchanged for 4,500,000 shares of the Company's common stock.
The number of the Company's outstanding shares and the shares held by the
Company's officers, directors and those persons owning more than 5% of the
Company's common stock do not reflect shares issuable upon the exercise of
options granted to the following persons:
Shares Issuable Upon Option Expiration Date
Name Exercise of Option Exercise Price
of Option
Christine Cerisse 400,000 $0.25 12/06/01
Christine Cerisse 100,000 $1.00 03/01/01
Robert Dent 100,000 $1.00 03/01/01
James Sanford 100,000 $1.00 03/01/01
Employees of Home Finders 520,000 $0.68 04/28/03
Realty and Consultants
OFFICERS AND DIRECTORS
The Company's officers and directors are as follows:
Name Age Position
William Coughlin 47 President and a Director
Robert Dent 51 Director
James Sanford 62 Director
Christine Cerisse 46 Director
Each director holds office until his successor is duly elected by the
stockholders. Executive officers serve at the pleasure of the Board of
Directors.
The following sets forth certain information concerning the past and
present principal occupations of the Company's officers and directors.
William Coughlin has been the President of Home Finders Realty since
October 1998. Between 1982 and 1998 Mr. Coughlin was a realtor with Remax Little
Oak Realty Ltd. in Abbotsford, British Columbia.
<PAGE>
Robert L. Dent has been the President of Lariat Property Corporation, a
corporation engaged in real estate investments and management, since 1998. From
1989 to 1998 Mr. Dent was President of Targa Realty, a corporation which was
also engaged in real estate investments and management.
James Sanford was a full time corporate development consultant for Home
Finders Realty between October 1999 and May 2000. Since January 1995 Mr. Sanford
has also been the minister of Body of Christ Ministries in Abbotsford, British
Columbia.
Christine Cerisse was the President of the Company between December 1999
and April 28, 2000. Ms. Cerisse has been a director of the Company since
December 1999. For the past 19 years Ms. Cerisse has been involved in financial
planning and financial management. Ms. Cerisse is a Chartered and Registered
Financial Planner.
Mr. Coughlin devotes substantially all of his time on the Company's
business. Robert Dent and Christine Cerisse, as directors, devote 40% to 50% of
their time to the Company. Mr. Sanford devotes only a minimal amount of time on
the Company's business.
Change in Management
Following the acquisition of Home Finders Realty, Christine Cerisse
resigned as the Company's president but remained a director of the Company.
William Coughlin, Robert Dent and James Sanford were appointed officers and/or
directors in connection with the acquisition of Home Finders Realty.
Executive Compensation
During the years ended December 31, 1998 and 1999 the Company did not pay
any compensation to any of its officers or directors.
The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of Home Finders Realty and (ii) by each other
executive officer of Home Finders Realty who received in excess of $100,000
during the fiscal years December 31, 1998 and 1999.
Other Re-
Annual stricted
Compen- Stock Options
Name and Fiscal Salary Bonus sation Awards Granted
Principal Position Year (1) (2) (3) (4) (5)
------------------ ------ ---------------- ------------------ ---------
William Coughlin, 1999 $43,000 -- $20,000 -- --
Chief Executive Officer1998$ -- -- -- -- --
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
<PAGE>
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represent dividends paid by Home Finders Realty to Mr.
Coughlin.
(4) During the year ending December 31, 1999, the value of the shares of the
common stock of Home Finders Realty issued as compensation for services.
The shares of common stock to be received upon the exercise of all stock
options granted during the year ending December 31, 1999.
The table below shows the number of shares of the Company's common stock
owned by the officers listed above, and the value of such shares, as of December
31, 1999.
Name Shares Value
---- ------ -----
Christine Cerisse 2,500,000 $2,500,000
(5) The shares of Common Stock to be received upon the exercise of all stock
options granted during the fiscal years shown in the table.
Employment Contracts
The Company does not have employment contracts with any of its executive
officers.
Options Granted During Fiscal Year Ending December 31, l999 The following tables
set forth information concerning the options granted, during the fiscal year
ended December 31, 1999, to the persons named below, and the fiscal year-end
value of all unexercised options (regardless of when granted) held by these
persons. The options listed below were not granted pursuant to the Company's
incentive or non-qualified stock option plans.
% of Total
Options
Granted to Exercise
Date Options Employees in Price Per Expiration
Name of Grant Granted (#) Fiscal Year Share Date
------ --------- ----------- ------------ --------- ----------
Christine Cerisse12/06/99 400,000 100% $0.25 12/06/01
<PAGE>
Option Exercises in Last Fiscal Year and Fiscal Year-End Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
December 31, 1999 December 31, 1999
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (1) Realized (2) Unexercisable (3) Unexercisable (4)
----------------------------- ------------ ----------------- -----------------
Christine Cerisse -- -- 400,000/-- $306,000/--
(1) The number of shares received upon exercise of options during the fiscal
year ended December 31, 1999.
(2) With respect to options exercised during the Company's fiscal year ended
December 31, 1999, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.
(3) The total number of unexercised options held as of December 31, 1999,
separated between those options that were exercisable and those options
that were not exercisable.
(4) For all unexercised options held as of December 31, 1999, the excess of the
market value of the stock underlying those options (as of December 31,
1999) and the exercise price of the option
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
Except as provided in the Company's employment agreements with its
executive officers, the Company does not have an active defined benefit, pension
plan, profit sharing or other retirement plan, although the Company may adopt
one or more of such plans in the future.
Compensation of Directors
Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company expects
to adopt a director compensation policy in the future. The Company has no
standard arrangement pursuant to which directors of the Company are compensated
for any services provided as a director or for committee participation or
special assignments.
Other Arrangements. Except as disclosed elsewhere in this proxy statement,
no director of the Company received any form of compensation from the Company
during the year ended December 31, 1999.
<PAGE>
Transactions with Management
See information in this proxy statement in the section titled "Principal
Shareholders" for information concerning stock options granted to the Company's
officers and directors.
Stock Option and Bonus Plans
The Company's Incentive Stock Option Plan, Non-Qualified Stock Option Plan
and Stock Bonus Plan are collectively referred to in this proxy statement as the
"Plans".
Incentive Stock Option Plan.
---------------------------
The Incentive Stock Option Plan authorizes the issuance of options to
purchase shares of the Company's common stock. Only officers, directors and
employees of the Company may be granted options pursuant to the Incentive Stock
Option Plan.
In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:
1. Options granted pursuant to the Plan must be exercised no later than:
(a) The expiration of thirty (30) days after the date on which an
option holder's employment by the Company is terminated.
(b) The expiration of one year after the date on which an option
holder's employment by the Company is terminated, if such
termination is due to the Employee's disability or death.
2. In the event of an option holder's death while in the employ of the
Company, his legatees or distributees may exercise (prior to the option's
expiration) the option as to any of the shares not previously exercised.
3. The total fair market value of the shares of common stock (determined
at the time of the grant of the option) for which any employee may be granted
options which are first exercisable in any calendar year may not exceed
$100,000.
4. Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the common
stock of the Company may not be exercisable after five years from the date of
grant.
5. The purchase price per share of common stock purchasable under an
option is determined by the Company's Board of Directors but cannot be less than
the fair market value of the Common Stock on the date of the grant of the option
(or 110% of the fair market value in the case of a person owning the Company's
stock which represents more than 10% of the total combined voting power of all
classes of stock).
<PAGE>
Non-Qualified Stock Option Plan.
-------------------------------
The Non-Qualified Stock Option Plan authorizes the issuance of options to
purchase shares of the Company's common stock to the Company's employees,
directors, officers, consultants and advisors, provided however that bona fide
services must be rendered by consultants or advisors and such services must not
be in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price and expiration date are determined by the
Company's Board of Directors.
Stock Bonus Plan.
----------------
The Company's Stock Bonus Plan authorizes the issuance of shares of common
stock to the Company's employees, directors, officers, consultants and advisors
provided, however, that bona fide services must be rendered by consultants or
advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction.
Other Information Regarding the Plans.
-------------------------------------
The Plans are administered by the Company's Board of Directors. The Board
of Directors has the authority to interpret the provisions of the Plans and
supervise the administration of the Plans. In addition, the Board of Directors
is empowered to select those persons to whom shares or options are to be
granted, to determine the number of shares subject to each grant of a stock
bonus or an option and to determine when, and upon what conditions, shares or
options granted under the Plans will vest or otherwise be subject to forfeiture
and cancellation.
In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled. In the discretion of
the Board of Directors payment for the shares of Common Stock underlying options
may be paid through the delivery of shares of the Company's Common Stock having
an aggregate fair market value equal to the option price, provided such shares
have been owned by the option holder for at least one year prior to such
exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Board of Directors.
Options are generally non-transferable except upon the death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.
<PAGE>
The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner it
deems appropriate, provided that such amendment, termination or suspension
cannot adversely affect rights or obligations with respect to shares or options
previously granted.
The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.
Summary
The following sets forth certain information as of June 8, 2000 concerning
the stock options and stock bonuses granted by the Company pursuant to the
Plans. Each option represents the right to purchase one share of the Company's
common stock.
The Plans are being submitted to the Company's shareholders for their
approval at the June 27, 2000 meeting.
Total Shares Remaining
Shares Reserved for Shares Options/
Reserved Outstanding Issued As Shares
Name of Plan Under Plans Options Stock Bonus Under
Plans
Incentive Stock Option Plan 500,000 80,000 N/A 420,000
Non-Qualified Stock Option
Plan 1,500,000 740,000 N/A 760,000
Stock Bonus Plan 500,000 N/A -- 500,000
PROPOSAL TO CHANGE COMPANY'S NAME
As a result of the acquisition of Home Finder Realty the Company's Board
of Directors believes it is appropriate to change the name of the Company to
MarketU Inc., which corresponds with one of Home Finder Realty's websites.
The Board of Directors recommends that the Company's shareholders approve
the change in the Company's name.
PROPOSAL TO RATIFY ADOPTION OF INCENTIVE STOCK OPTION PLAN
Shareholders are being requested to ratify the adoption of the Company's
Incentive Stock Option Plan. The purpose of the Incentive Stock Plan is to
furnish additional compensation and incentives to the Company's officers and
employees.
The Incentive Stock Option Plan will authorize the issuance of up to
500,000 shares of the Company's common stock to persons that exercise options
granted pursuant to the plan. As of June 8, 2000 the Company had granted options
to purchase 80,000 shares of the Company's common stock pursuant to the
Incentive Stock Option Plan.
The Incentive Stock Option Plan was adopted by the Board of Directors on
May 23, 2000. Any options granted under the Plan must be granted before May 23,
2010. The Board of Directors recommends that the shareholders of the Company
approve the adoption of the Incentive Stock Option Plan.
<PAGE>
PROPOSAL TO RATIFY ADOPTION OF NON-QUALIFIED STOCK OPTION PLAN
Shareholders are being requested to ratify the adoption of the Company's
Non-Qualified Stock Option Plan. The Company's employees, directors and
officers, and consultants or advisors to the Company are eligible to be granted
options pursuant to the Non-Qualified Plan as may be determined by the Company's
Board of Directors, provided however that bona fide services must be rendered by
such consultants or advisors and such services must not be in connection with
the offer or sale of securities in a capital-raising transaction.
Non-Qualified Plan authorizes the issuance of up to 1,500,000 shares of
the Company's common stock to persons that exercise options granted pursuant to
the Plan. As of June 8, 2000 options to purchase 740,000 shares had been granted
pursuant to the Non-Qualified Plan.
The Non-Qualified Plan was adopted by the Board of Directors on May 23,
2000. The Board of Directors recommends that the shareholders of the Company
ratify the adoption of the Non-Qualified Plan.
PROPOSAL TO RATIFY ADOPTION OF STOCK BONUS PLAN
Shareholders are being requested to ratify the adoption of the Company's
Stock Bonus Plan. The purpose of the Stock Bonus Plan is to furnish additional
compensation and incentives to the Company's officers, employees, consultants
and advisors.
The Stock Bonus Plan authorizes the issuance of up to 500,000 shares of
the Company's Common Stock to persons granted stock bonuses pursuant to the
Stock Bonus Plan. As of June 8, 2000 no shares have been granted pursuant to the
Stock Bonus Plan.
The Stock Bonus Plan was adopted by the Board of Directors on May 23,
2000. The Board of Directors recommends that the shareholders of the Company
ratify the adoption of the Stock Bonus Plan.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense.
Management of the Company does not intend to present and does not have
reason to believe that others will present any other items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
Please complete, sign and return the enclosed proxy promptly. No postage
is required if mailed in the United States.
<PAGE>
NORTH AMERICAN RESORT & GOLF
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Special Meeting of Stockholders, to be held June 27, 2000, 10:00
A.M. local time, at 33163-2nd Avenue, Mission, British Columbia, Canada, and
hereby appoints William Coughlin with the power of substitution, as Attorney and
Proxy to vote all the shares of the undersigned at said Special Meeting of
stockholders and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxy may do or cause to be done by virtue hereof.
The above named Attorney and Proxy is instructed to vote all of the
undersigned's shares as follows:
(1) To approve an amendment to the Company's Articles of Incorporation
whereby the Company's name will be changed to MarketU Inc.
- - -
/ / FOR / / AGAINST / / ABSTAIN
- - -
(2) To ratify the adoption of the Company's Incentive Stock Option Plan.
- - -
/ / FOR / / AGAINST / / ABSTAIN
- - -
(3) To ratify the adoption of the Company's Non-Qualified Stock Option Plan.
- - -
/ / FOR / / AGAINST / / ABSTAIN
- - -
(4) To ratify the adoption of the Company's Stock Bonus Plan.
- - -
/ / FOR / / AGAINST / / ABSTAIN
- - -
To transact such other business as may properly come before the meeting.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE
VOTED IN FAVOR OF ITEMS 1 THROUGH 4.
Dated this day of , 2000.
----- ----------------------
-----------------------------------------
(Signature)
-----------------------------------------
(Signature)
Please sign your
name exactly as it appears on your stock
certificate. If shares are held jointly,
each holder should sign. Executors,
trustees, and other fiduciaries should so
indicate when signing.
Please Sign, Date and Return this Proxy
so that your shares may be voted at the
meeting.
