SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities 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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240-11(c) or ss.240.14a-12
MarketU Inc.
(Name of Registrant as Specified In Its Charter as Amended)
MarketU 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:
(4) Proposed maximum aggregate value of transaction:
--------------------------------
[ ] 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:
-----------------------------------------------
(2) Form. Schedule or Registration Statement No.:
-------------------------
(3) Filing Party:
---------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------
<PAGE>
MarketU Inc.
Suite 1A, 20145 Stewart Crescent
Maple Ridge, British Columbia, Canada V2X 0T6
Tel: (604) 460-7631
NOTICE OF ANNUAL MEETING
TO BE HELD ON DECEMBER 18, 2000
To the Shareholders:
Notice is hereby given that an Annual Meeting of the shareholders of MarketU
Inc. (the "Company") will be held at Suite 1200, 999 West Hastings Street,
Vancouver, British Columbia, Canada, on December 18, 2000, at 10:00 a.m., for
the following purpose:
(1) To elect six directors to hold office until the next annual election or
until their successors are elected and qualified.
(2) To ratify the appointment of KPMG LLP as the Company's independent
auditors for the year ending July 31, 2001.
(3) To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on November 29, 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 November 29, 2000, there were 12,763,154 shares of the Company's
common and preferred stock which were entitled to vote at the meeting.
MARKETU INC.
November 29, 2000
By Kenneth Galpin, President
<PAGE>
MarketU Inc.
Suite 1A, 20145 Stewart Crescent
Maple Ridge, British Columbia
Canada V2X 0T6
(604) 460-7631
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held On December 18, 2000
The accompanying proxy is solicited by the Board of Directors of the Company for
voting at an annual meeting of shareholders to be held on December 18, 2000, and
at any and all adjournments of such meeting (the "Annual 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 Annual Meeting.
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 November 30, 2000.
VOTING SECURITIES
Only the holders of record at the close of business on November 29, 2000, (the
"Record Date") will be entitled to vote at the Annual Meeting. On the Record
Date, there were 8,263,154 shares of Common stock and 4,500,000 shares of Series
A Preferred Stock of the Company outstanding. Other than the Common stock and
Series A Preferred stock, the Company had no other class of equity securities
outstanding. 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.
The affirmative vote of a plurality of the shares present or represented by
proxy at the meeting, if a quorum exists, is required to elect the directors and
to ratify the Board of Directors' selection of the Company's independent
auditors for the fiscal year 2001. A quorum consists of stockholders
representing, either in person or by proxy, a majority of the outstanding common
and preferred stock entitled to vote at the Annual Meeting. Abstentions are
considered in determining the presence of a quorum and will not affect the
plurality vote required for the election of directors and appointment of
independent auditors. 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 Annual
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.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of November 29, 2000, with respect
to the only persons owning beneficially 5% or more of the Company's common stock
<PAGE>
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.
-------------------------------------------------------------------------
No. of Shares Percentage
Name and Address of Beneficial Owner Owned Ownership (1)
-------------------------------------------------------------------------
Khachik Toomian 5,000,000 (2) 32.2%
902 S. Glendale Avenue, California
CA91205
-------------------------------------------------------------------------
612559 B.C. Ltd. 5,950,680 (3) 38.3%
11476 Kingston Street, Maple Ridge,
British Columbia, Canada V2X 0Y5
-------------------------------------------------------------------------
Kenneth Galpin (3)
Suite 1A, 20145 Stewart Crescent,
Maple Ridge, British Columbia,
Canada V2V 6T8
-------------------------------------------------------------------------
William Coughlin 500,000 (3)(4) 3.2%
Suite 1A, 20145 Stewart Crescent,
Maple Ridge, British Columbia,
Canada V2V 6T8
-------------------------------------------------------------------------
Carole Coughlin 500,000 (3)(4) 3.2%
11202 Stave Lake Road, Mission,
British Columbia, Canada V2V 4J1
-------------------------------------------------------------------------
George Shahnazarian (3)
Suite 1A, 20145 Stewart Crescent,
Maple Ridge, British Columbia,
Canada V2V 6T8
-------------------------------------------------------------------------
Christine Cerisse 0 (3)
#1111 - 1367 Alberni Street,
Vancouver, British Columbia,
Canada
-------------------------------------------------------------------------
Scott Munro 65,000 (5) 0.4%
Suite 1A, 20145 Stewart Crescent,
Maple Ridge, British Columbia,
Canada V2V 6T8
-------------------------------------------------------------------------
All Executive Officers & Directors 7,015,680 45.2%
as a Group (4 persons)
-------------------------------------------------------------------------
<PAGE>
(1) Based upon information provided by the respective beneficial owners and
filings with the Securities and Exchange Commission ("SEC") made pursuant
to the Securities Exchange Act of 1934, as amended ("Exchange Act"), and
other information. The percentages determined in these calculations are
based upon 15,524,214 shares of our common and preferred stock that are
issued and outstanding as of the Record Date, which includes shares
issuable upon exercise of outstanding options and warrants and upon
conversion of the preferred stock. The Securities and Exchange Commission's
rules were followed in determining beneficial ownership. Therefore, we have
included shares over which a person has voting or investment power within
60 days of the Record Date. We have followed the Securities and Exchange
Commission Rule 13d-3(d)(i) in calculating percentage of ownership.
(2) Represents 4,000,000 shares of common stock presently held and 1,000,000
shares of common stock issuable upon exercise of share purchase warrants.
(3) On September 21, 2000, 612559 B.C. Ltd. acquired 250,000 shares of the
Company's common stock from Christine Cerisse for $50,000. 612559 B.C. Ltd.
agreed to purchase 500,000 additional shares of the Company's common stock
owned by Ms. Cerisse for $150,000 on or before April 21, 2001. As part of
its agreement with Ms. Cerisse, 612559 B.C. Ltd. has the right to vote
these 500,000 shares. Also on September 21, 2000, 612559 B.C. Ltd. acquired
the voting rights to 3,500,000 shares of the Company's Series A Preferred
stock which are owned by William and Carole Coughlin. Each Series A
Preferred share is entitled to one vote. 612559 B.C. Ltd. also acquired
from Mr. and Mrs. Coughlin an option to acquire the 3,500,000 Series A
Preferred shares (as well as 3,500,000 preferred shares of a wholly owned
subsidiary of the Company) at a price that ranges from $0.65 to $0.85 per
share. The option expires on April 30, 2002. Kenneth Galpin, George
Shahnazarian and Ken Landis are the sole directors and officers of 612559
B.C. Ltd.
The share ownership in the table for 612559 B.C. Ltd. assumes the
3,500,000 preferred shares of the Company and the Company's subsidiary
which may be acquired from William and Carole Coughlin are exchanged for
3,500,000 shares of the Company's common stock, and includes 566,893
shares of the Company's common stock issuable upon exercise of outstanding
warrants.
(4) Represents shares of the Company's common stock issuable upon exchange of
500,000 Series A Preferred shares held by this shareholder. William
Coughlin may be considered the beneficial owner of the shares owned by
Carole Coughlin.
(5) Represents 15,000 shares issued under the Company's stock bonus plan and
50,000 shares of the Company's common stock issuable upon exercise of
outstanding stock options.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS
Election Of Directors
Six directors are to be elected at the Annual Meeting to hold office until the
next annual election or until their successors are elected and qualified. It is
the intention of the persons named in the accompanying proxy to vote for the
election of the nominees listed below, two of whom are currently members of the
Board of Directors. It is not expected that any of the nominees will become
unavailable for election as a director, but if any nominee should become
unavailable for election as a director prior to the meeting, proxies will be
voted for such persons as the Board of Directors shall recommend. Directors will
be elected by a plurality of the votes cast. The nominees and certain
information supplied by them to the Company are as follows:
<PAGE>
------------------------------------------------------------------------------
Position with the Common Stock
Company and Principal Beneficially
Occupation During Director Owned as of
Name Age the Past Five Years Since Nov. 29, Percentage
2000(1)(2) (3)
-------------------------------------------------------------------------------
William 47 Apr. 2000 to present: Apr. 2000 1,000,000 (5) 6.4%
Coughlin Director and Product
Development Officer of
the Company
Oct. 1998 to Sep.
2000: President of
Home Finders Realty
1982 to 1998: realtor
with Re/Max Little Oak
Realty Ltd.
-----------------------------------------------------------------------------
Glenn Davies 45 past five years: n/a (4)
Owner of Beacom Online
Systems Inc.
------------------------------------------------------------------------------
Kenneth Galpin 41 Sep. 2000 to present: Sep. 2000 (4)
President and Director
Feb. 1998 to present:
President of Beacom
Online Systems Inc.
Mar. 1995 to Dec.
1996: Vice President
of MacDonald Capital
-------------------------------------------------------------------------------
Ken Landis 42 past five years: n/a (4)
Businessman/ Owner of
Landmark Structural
Lumber and Truss
------------------------------------------------------------------------------
George 43 Sep. 2000 to present: n/a (4)
Shahnazarian Secretary of the
Company
1985 to present: CFO
and part owner of
M.G.A. Connectors
-------------------------------------------------------------------------------
David Woodcock 68 past five years: n/a (4)
Managing Director of
Harrell, Woodcock and
Linkletter
------------------------------------------------------------------------------
(1) Based on information furnished by the respective individuals. Under
applicable regulations, shares are deemed to be beneficially owned by a
person if he or she directly or indirectly has or shares the power to vote
or dispose of the shares, whether or not he or she has any economic
interest in the shares. Unless otherwise indicated, the named beneficial
owner has sole voting and dispositive power with respect to the shares.
<PAGE>
(2) Pursuant to SEC Rule 13d-3(d)(i), a person is deemed to have beneficial
ownership of any shares which may be acquired within 60 days pursuant to
the exercise of outstanding stock options and warrants. Therefore, we have
included shares which may be acquired within 60 days of the Record Date
pursuant to the exercise of outstanding stock options, warrants and
conversion of preferred stock outstanding.
(3) The percentages determined in these calculations are based upon
15,524,214 shares of our common stock and preferred stock that are
issued and outstanding as of the Record Date, which includes shares
issuable upon exercise of outstanding options and warrants and upon
conversion of the preferred stock.
(4) Glenn Davies, Kenneth Galpin, Ken Landis, George Shahnazarian and David
Woodcock own shares of the Company indirectly through 612559 B.C. Ltd. For
shares owned by 612559, see "Principal Shareholders". Messrs. Galpin,
Landis and Shahnazarian are the sole directors and officers of 612559 B.C.
Ltd.
(5) William Coughlin may be considered the beneficial owner of the shares
owned by Carole Coughlin.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES AS DIRECTORS OF THE COMPANY .
Directors, Executive Officers, Promoters and Control Persons
Incumbent Management
The Company's officers and directors are as follows:
Name Position
Kenneth Galpin President and a Director
William Coughlin Product Development Officer and a Director
Scott Munro Treasurer and Principal Financial Officer
George Shahnazarian Secretary
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.
Kenneth Galpin has been the Company's President and a director since September
2000. Prior to his association with the Company Mr. Galpin was president of
Beacom Online Systems Inc. from February 1998 to present. Mr. Galpin was also
vice president of MacDonald Capital from March 1995 to December 1996.
William Coughlin was the Company's President between April 28, 2000 and
September 2000. Mr. Coughlin has been a director of the Company since April 28,
2000. Mr. Coughlin has been the Company's Product Development Officer since
September 2000. Mr. Coughlin has been the President of Home Finders Realty since
October 1998. Between 1982 and 1998 Mr. Coughlin was a realtor with Re/Max
Little Oak Realty Ltd. in Abbotsford, British Columbia.
Scott Munro has been an officer of the Company since April 28, 2000. Prior to
joining the Company Mr. Munro was controller for Home Finders Realty Ltd. Mr.
Munro was general manager of a coating company from January of 1998 to January
1999. He also managed a fitness chain from October 1995 to March 1997. Prior to
this Mr. Munro was controller for a national helicopter company from April 1992
to September 1995.
George Shahnazarian has been the Company's Secretary since September 2000. Prior
to his association with the Company, Mr. Shahnazarian was C.F.O. and part owner
of M.G.A. Connectors in Maple Ridge, British Columbia, from 1985 to present.
<PAGE>
Changes In Management
Christine Cerisse was the President and sole director of the Company since
December 1999. On April 28, 2000, and following the acquisition of Home Finders
Realty:
o Ms. Cerisse resigned as the Company's president but remained a director of
the Company.
o William Coughlin was appointed the Company's President and as a Director.
o Scott Munro was appointed the Company's Principal Financial Officer.
o Robert Dent and James Sanford were appointed Directors of the Company.
In September 2000:
o William Coughlin resigned as President and was appointed the Company's
Product Development Officer.
o Kenneth Galpin was appointed the Company's President and as a director.
o George Shahnazarian was appointed the Secretary of the Company.
o Christine Cerisse, Robert Dent and James Sanford resigned as directors of
the Company.
Certain Relationships And Related Transactions
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) 4,500,000
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.
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, at the holder's
option. 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.
The following table shows the shares of the Company's common stock which Mr. and
Mrs. Coughlin are entitled to receive upon conversion of the preferred shares.
<PAGE>
--------------------------------------------------------------------------------
Series A Preferred Shares of Company's
Preferred Shares common stock
Shares of the of Subsidiary issuable upon
Company exchange
-----------------------------------------------------------------------------
William Coughlin 2,250,000 2,250,000 2,250,000
-------------------------------------------------------------------------------
Carole Coughlin 2,250,000 2,250,000 2,250,000
-------------------------------------------------------------------------------
On September 21, 2000, Khachik Toomian acquired 2,000,000 shares of the
Company's common stock from Christine Cerisse for $150,000 in cash.
On September 21, 2000, 612559 B.C. Ltd. acquired 250,000 shares of the Company's
common stock from Christine Cerisse for $50,000. Kenneth Galpin, George
Shahnazarian and Ken Landis are the sole directors and officers of 612559 B.C.
Ltd. 612559 B.C. Ltd. agreed to purchase 500,000 additional shares of the
Company's common stock owned by Ms. Cerisse for $150,000 on or before April 21,
2001. As part of its agreement with Ms. Cerisse, 612559 B.C. Ltd. has the right
to vote these 500,000 shares and is deemed to be the beneficial owners of these
shares.
Also on September 21, 2000, 612559 B.C. Ltd. acquired the voting rights to
3,500,000 shares of the Company's Series A Preferred stock which are owned by
William and Carole Coughlin. Each Series A Preferred share is entitled to one
vote. 612559 B.C. Ltd. also acquired from Mr. and Mrs. Coughlin an option to
acquire the 3,500,000 Series A Preferred shares (as well as 3,500,000 preferred
shares of a wholly owned subsidiary of the Company) at a price that ranges from
$0.65 to $0.85 per share. The option expires on April 30, 2002.
On October 19, 2000, Mr. Toomian and 612559 B.C. Ltd. purchased 2,000,000 and
1,133,787 units respectively of the Company for $0.15 per unit, for net proceeds
to the Company of approximately $470,000. Each unit consists of one share of the
Company's common stock and one-half warrant. Every two-1/2 warrants will entitle
the holder to purchase one additional share of the Company's common stock at a
price of $0.25 per unit if exercised during the first twelve months following
the sale of the units and $0.30 per unit during the succeeding twelve months.
Ken Galpin and George Shahnazarian are both directors and officers of 612559
B.C. Ltd. Mr. Galpin is presently a director and president of the Company, Mr.
Shahnazarian is the secretary of the Company, and Mr. Toomian is a business
associate of Mr. Shahnazarian. Mr. Toomian, together with Mr. Shahnazarian and
Mr. Galpin, on behalf of 612559, have an understanding (but not a written
agreement) that they will vote, at shareholders meetings, for the same directors
of MarketU and any matters proposed at the shareholders meetings, to accomplish
the same business ends.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and 10% or greater shareholders of the Company ("Reporting
Persons") to file with the Securities and Exchange Commission initial reports of
ownership (Form 3) and reports of changes in ownership of equity securities of
the Company (Form 4 and Form 5) and to provide copies of all such forms as filed
to the Company. To the Company's knowledge, based solely on its review of the
copies of such reports furnished to the Company and written representations that
certain reports were not required, during the fiscal year ended July 31, 2000,
the Reporting Persons have complied with all applicable Section 16(a) filing
requirements, except as follows:
Khachik Toomian filed a late Initial Statement of Beneficial Ownership of
Securities on Form 3 when Mr. Toomian acquired more than 10% of the Company's
shares. Mr. Toomian and 612559 B.C. Ltd. filed a late Statement of Changes of
Beneficial Ownership on Form 4 with respect to one stock purchase transaction by
each of such individuals.
<PAGE>
Board Meetings And Committees
The Board of Directors of the Company meets on an as needed basis. During the
year ended July 31, 2000, there were no official meetings held by the Board of
Directors. Directors passed resolutions by written consent resolutions signed by
all incumbent directors then. See "Changes in Management" above.
The Company does not have a compensation or audit committee.
EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation received by (i)
the Chief Executive Officer of the Company and (ii) by each other executive
officer of the Company who received in excess of $100,000 during the fiscal
years ending July 31, 1999 and July 31, 2000. Amounts in the table include
compensation received from Home Finders Realty, which was acquired by the
Company in April 2000.
-------------------------------------------------------------------------------
Name and Fiscal Other Annual Restricted Options
Principal Year Salary Bonus Compensation Stock Awards Granted
Position (1) (2) (3) (4) (5)
-------------------------------------------------------------------------------
William Coughlin 2000 $36,700 $0 $0 0 0
Chief Executive
Officer prior to
Sep. 21, 2000
-------------------------------------------------------------
1999 $28,700 $0 $13,300 0 0
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(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 July 31, 2000, the value of the shares of the
Company's common stock issued as compensation for services.
(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.
The following shows the amounts which the Company expects to pay its officers
during the year ending July 31, 2001 and the time which the Company's executive
officers plan to devote to the Company's business. The Company has an employment
agreement with Scott Munro which is up for renewal on June 1, 2001, and an
employment agreement with William Coughlin which is up for renewal on September
17, 2001. The Company does not have employment agreements with any other of its
officers. The Company's officer Ken Galpin is compensated through management
fees paid to 612559 B.C. Ltd.
-------------------------------------------------------------------------
Time to be Devoted to
Name Proposed Compensation Company's Business
-------------------------------------------------------------------------
Kenneth Galpin $4,000 per month 100%
-------------------------------------------------------------------------
William Coughlin $6,667 per month 100%
-------------------------------------------------------------------------
Scott Munro $2,667 per month 100%
-------------------------------------------------------------------------
George Shahnazarian $0 per month 25%
-------------------------------------------------------------------------
<PAGE>
Options Granted During Fiscal Year Ending July 31, 2000
The following tables set forth information concerning the options granted,
during the twelve months ended July 31, 2000, to the Company's officers and
directors, and the value of all unexercised options (regardless of when granted)
held by these persons as of July 31, 2000. Robert Dent, James Sanford and
Christine Cerisse are former officers and/or directors of the Company. See
"Changes in Management" above for information concerning the changes in the
Company's management.
<TABLE>
<S> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------
% of Total
Options Options Granted Exercise Expiration
Name Date of Granted (#) to Employees Price Per Date
Grant Officers & Share
Directors
-------------------------------------------------------------------------------------
Scott Munro 6/02/00 50,000 4.3% $0.43 8/01/03
-------------------------------------------------------------------------------------
Robert Dent 3/01/00 100,000 (1) 8.5% $1.00 3/01/01
-------------------------------------------------------------------------------------
James Sanford 3/01/00 100,000 (1) 8.5% $1.00 3/01/01
-------------------------------------------------------------------------------------
James Sanford 6/02/00 50,000 (2) 4.3% $0.43 8/01/03
-------------------------------------------------------------------------------------
Christine 12/06/99 400,000 (1) 34.1% $0.25 12/06/01
Cerisse
-------------------------------------------------------------------------------------
Christine 3/01/00 100,000 8.5% $1.00 3/01/01
Cerisse
-------------------------------------------------------------------------------------
</TABLE>
(1) These options were cancelled effective September 21, 2000.
(2) 40,000 of these options were cancelled effective September 21, 2000.
Option Exercises and Option Values
-------------------------------------------------------------------------------
Number of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquired Value Unexercised Options at July
Name on Realized Options at July 31, 2000
Exercise (2) 31, 2000 Exercisable/
(1) Exercisable/ Unexercisable (4)
Unexercisable (3)
-------------------------------------------------------------------------------
Scott Munro -- -- 50,000 --
-------------------------------------------------------------------------------
Robert Dent -- -- 100,000 (5) --
-------------------------------------------------------------------------------
James Sanford -- -- 100,000 (5) --
-------------------------------------------------------------------------------
James Sanford -- -- 50,000 (6) --
-------------------------------------------------------------------------------
Christine Cerisse -- -- 400,000 (5) $48,000
-------------------------------------------------------------------------------
Christine Cerisse -- -- 100,000 --
-------------------------------------------------------------------------------
(1) The number of shares received upon exercise of any options.
(2) With respect to options exercised 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 July 31, 2000, separated
between those options that were exercisable and those options that were not
exercisable.
(4)For all unexercised options held as of July 31, 2000, the excess of $0.37,
which was the market value of the stock underlying those options as of July
31, 2000, and the exercise price of the option
(5) These options were cancelled effective September 21, 2000.
(6) 40,000 of these options were cancelled effective September 21, 2000.
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or Other Retirement Plans
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.
<PAGE>
Other Arrangements. Except as disclosed elsewhere in this prospectus, no
director of the Company received any form of compensation from the Company
during the year ended July 31, 2000.
Summary of Options
The following sets forth certain information as of November 29, 2000 concerning
the stock options and stock bonuses granted by the Company pursuant to its
Incentive Stock Option, Non-Qualified Stock Option and Stock Bonus Plans, and
options granted outside of the Plans. Each option represents the right to
purchase one share of the Company's common stock.
-------------------------------------------------------------------------------
Total Shares Shares Remaining
Reserved Reserved for Shares Options/Shares
Type of Option Under Plans Outstanding Issued Under Plans
Options As Stock
Bonus
-------------------------------------------------------------------------------
Incentive Stock
Option Plan 500,000 50,000 N/A 450,000
--------------------------------------------------------------------------------
Non-Qualified Stock
Option Plan 1,500,000 347,000 N/A 763,000
-------------------------------------------------------------------------------
Stock Bonus Plan 500,000 N/A 75,000 425,000
-------------------------------------------------------------------------------
Options outside of plans N/A 230,000 N/A N/A
-----------------------------------------------------------------------------
In August 2000, Scott Munro and James Sanford were issued 15,000 and 56,000
shares, respectively, of common stock from the Company's Stock Bonus Plan for
services rendered.
The following tables lists all options and warrants granted by the Company as of
November 10, 2000, including those that were not granted pursuant to the
Company's Incentive or Non-Qualified Stock Option Plans.
-------------------------------------------------------------------------------
Shares Issuable Option Exercise Expiration
Name Upon Price Date
Exercise of Options of Option
------------------------------------------------------------------------------
Scott Munro 50,000 $0.43 08/01/03
-------------------------------------------------------------------------------
Christine Cerisse * 100,000 $1.00 03/01/01
-------------------------------------------------------------------------------
James Sanford * 10,000 $0.43 08/01/03
-------------------------------------------------------------------------------
Company employees, former 337,000 $0.43 08/01/03
employees and consultants
------------------------------------------------------------------------------
Other option holders 130,000 $0.43 08/01/03
-------------------------------------------------------------------------------
Warrantholders 2,134,060 $0.25 to $1.50 2/10/01 to
10/18/02
------------------------------------------------------------------------------
Total 2,761,060
-------------------------------------------------------------------------------
* Former officer and/or director.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Changes in Public Accountants
Effective October 19, 2000 the Company retained KPMG LLP ("KPMG") to act as its
auditors. In this regard KPMG replaced Morgan & Company which audited the
Company's financial statements for the fiscal years ended July 31, 1999 and
1998. The reports of Morgan & Company for these fiscal years did not contain an
adverse opinion, or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. During the Company's two
most recent fiscal years and subsequent interim periods, there were no
disagreements with Morgan & Company on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Morgan & Company would
have caused Morgan & Company to make reference to such disagreements in its
reports.
The Company has authorized Morgan & Company to discuss any matter relating to
the Company's operations with KPMG.
The change in auditors was recommended and approved by the Company's board of
directors. The Company does not have an audit committee.
During the two most recent fiscal years and subsequent interim period ending
July 31, 2000 the Company did not consult with KPMG regarding the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, or any matter that was the subject of a disagreement or what is
defined as a reportable event by the Securities and Exchange Commission.
Ratification Of Appointment Of Independent Auditors
The Board of Directors of the Company has appointed KPMG LLP as independent
auditors of the Company for the year ending July 31, 2001 and has further
directed that the selection of such auditors be submitted for ratification by
the stockholders at the Annual Meeting. The Company has been advised by KPMG LLP
that neither that firm nor any of its associates has any relationship with the
Company other than the usual relationship that exists between independent
certified public accountants and clients.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL
2001.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have presented at the 2001 Annual
Meeting of Stockholders, must be received at the office of the Company by July
8, 2001. If such proposal is in compliance with all of the requirements of Rule
14a-8 of the Exchange Act, it will be included in the Proxy Statement and set
forth on the form of proxy issued for the next Annual Meeting of Stockholders.
It is urged that any such proposals be sent by certified mail, return receipt
requested.
Interest Of Certain Persons In Matters To Be Acted Upon
Other than as set forth in this Proxy Statement, none of the directors or senior
officers of the Company, who has held the position at any time since the
beginning of the last completed fiscal year of the Company, nor any proposed
nominee of the Management of the Company for election as a director of the
Company, nor any associate or affiliate of the foregoing persons has any
material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise in any matter to be acted upon at the Meeting (other
than the election of directors or the appointment of auditors and any interest
from the ownership of shares of the Company where the shareholder received no
extra or special benefit or advantage not shared on a pro rata basis by all
holders of shares in the capital of the Company).
<PAGE>
ANNUAL REPORT on Form 10-K
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2000, which has been filed with the Securities and Exchange Commission,
is concurrently being sent to all shareholders as of the Record Date.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the Board of
Directors of the Company to vote the proxy with respect to the approval of the
minutes of the last meeting of stockholders, the election of any person as
director if a nominee is unable to serve or for good cause will not serve,
matters incident to the conduct of the meeting, and upon such other matters as
may properly come before the Annual Meeting. Management is not aware of any
business that may properly come before the Annual Meeting other than those
matters described above in this Proxy Statement. However, if any other matters
should properly come before the Annual Meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company's Common and Series A Preferred stock. In
addition to solicitations by mail, directors, officers and employees of the
Company may solicit proxies personally or by telephone without additional
compensation.
Date: November 29, 2000
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Kenneth Galpin
Kenneth Galpin, Director and President
<PAGE>
MARKETU INC.
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the Notice
of the Annual Meeting of Stockholders, to be held on December 18, 2000, at 10:00
a.m. local time, at Suite 1200, 999 West Hastings Street, Vancouver, British
Columbia, Canada, and a Proxy Statement for the Annual Meeting prior to the
signing of this Proxy card. The undersigned stockholder hereby appoints Kenneth
Galpin with the full powers of substitution, as Attorney and Proxy to vote all
the shares of the undersigned at said Annual 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:
Proposal 1: To elect six directors to serve For Withhold For All
on the Board of Directors, until the next Except
annual election or until their successors ___ _____ ____
are elected and qualified.
Nominees: William Coughlin, Glenn Davies,
Kenneth Galpin, Ken Landis, George Shahnazarian
and David Woodcock.
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "for all except" and write that nominee's name in the space
provided below:
_______________________________________________________________________________
Proposal 2: To ratify the appointment For Against Abstain
of KPMG LLP as the Company's independent _____ _____ _____
auditors for the fiscal year ended July 31, 2001.
In their discretion, the proxies are authorized to vote with respect to
matters incident to the conduct of the meeting and upon such other business
as may properly come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF THE ELECTION OF ALL OF THE NOMINEES NAMED IN PROPOSAL 1 AND PROPOSAL
2.
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.
Dated this _______ day of ___________, 2000.
---------------------------------
Signature
---------------------------------
Signature, if held jointly, or
office or title held
