SCHEDULE 14A INFORMATION
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:
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
GREAT BASIN WATER COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No filing 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:
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 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>
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 2000
To the Stockholders: NOTICE IS HEREBY GIVEN that the Annual
Meeting of Stockholders of Great Basin Water Company (the
"Company") will be held at 2:00 p.m., on Thursday, December 14,
2000 at the Holiday Inn Hotels & Suites Old Town, 2435 Jefferson
Street, San Diego, California, 92110 for the following purposes:
1. To elect directors to serve until the 2001 Annual Meeting of
Stockholders and thereafter until their successors are
elected and qualified.
2. To amend the Company's Articles of Incorporation to increase
the number of shares of Capital Stock authorized from
25,000,000 to 100,000,000.
3. To change the name of the Company to 37Point9.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record at the close of business on Monday,
November 27, 2000 are entitled to notice of and to vote at the
meeting or any postponement or adjournment thereof. A list of
stockholders entitled to vote at the Annual Meeting will be
available for inspection at the Company's offices at 2950
Flamingo Rd., Suite F, Las Vegas, Nevada, for at least 10 days
prior to and during the meeting.
All stockholders are cordially invited to attend the meeting in
person. However, to assure your representation at the meeting,
you are urged to complete, sign, date and return the enclosed
proxy as promptly as possible in the postage prepaid envelope
enclosed for that purpose. Any stockholder attending the meeting
may vote in person even if he or she has returned a proxy.
Sincerely,
Ray Warren
Chairman of the Board
Las Vegas, Nevada
November 28, 2000
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are
requested to complete, sign and date the enclosed proxy as
promptly as possible and return it in the enclosed envelope (to
which no postage need be affixed if mailed in the United States).
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Great Basin Water Company
2950 E. Flamingo, Suite F
Las Vegas, Nevada 89121
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by and on behalf of the Board of Directors of Great
Basin Water Company (the "Company") of proxies to be used at the
Annual Meeting of Stockholders of the Company (the "Annual
Meeting") to be held on Thursday, December 14, 2000, and any
postponement or adjournment thereof. A copy of the Company's
Form 10, as amended and previously filed with the SEC accompanies
this Proxy as the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1999, which includes the Company's
financial statements as of and for the fiscal year ended December
31, 1999. Additionally, the Company's quarterly reports as
previously filed with the SEC in the year 2000 will accompany
this Proxy. The Company's financial report for the year ended
1999 and quarterly reports for the year 2000 and the accompanying
form of proxy are each being mailed to stockholders on or about
November 28, 2000.
The shares represented by the proxies received pursuant to
this solicitation and not revoked will be voted at the Annual
Meeting. A stockholder who has given a proxy may revoke it by
giving written notice of revocation to the Secretary of the
Company, or by giving a duly executed proxy bearing a later date.
Attendance in person at the Annual Meeting does not of itself
revoke a proxy; however, any stockholder who does attend the
Annual Meeting may revoke a proxy previously submitted by voting
in person. Subject to any such revocation, all shares represented
by properly executed proxies will be voted in accordance with
specifications on the enclosed proxy. When a proxy is properly
signed and returned but no such specifications are made, such
proxies will be voted FOR the election of the three nominees for
director listed in this Proxy Statement, FOR increasing the
number of Capital Shares authorized for issuance by the Company's
Articles of Incorporation, and FOR changing the name of the
Corporation to 37Point9.
The Company will bear the expense of preparing, printing and
mailing this Proxy Statement and the proxies solicited hereby and
will reimburse banks, brokerage firms and nominees for their
reasonable expenses in forwarding solicitation materials to
beneficial owners of shares held of record by such banks,
brokerage firms and nominees. In addition to the solicitation of
proxies by mail, officers and regular employees of the Company
may communicate with stockholders either in person or by
telephone or telegraph for the purpose of soliciting such
proxies; no additional compensation will be paid for such
solicitation.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on
November 27, 2000 (the "record date") are entitled to notice of
and to vote at the Annual Meeting. At the close of business on
the record date, the Company had outstanding 21,934,973 shares
of Common Stock and 7,500 shares of
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Preferred Stock. The Common Stockholders are entitled to one
vote per share. The Preferred stockholders are not entitled to
vote.
A plurality of the votes cast is required for the election
of the three nominees for director listed in this Proxy
Statement. The affirmative vote of the holders of a majority of
the aggregate voting power of the shares of Common Stock
outstanding is required to amend the Articles of Incorporation to
change the name of the Company and to increase the authorized
number of shares of Capital Stock, as identified in this Proxy
Statement. The affirmative vote of the holders of a majority of
the aggregate voting power of the Common Stock present or
represented at the meeting is required to transact such other
business as may properly come before the Annual Meeting, or any
adjournment thereof. Abstentions with respect to any matter are
treated as shares present or represented by proxy and entitled to
vote on that matter and thus have the same effect as negative
votes. Broker non-votes and other circumstances in which proxy
authority has been withheld do not constitute abstentions. The
Company's present independent CPA will not attend this Annual
Meeting.
ELECTION OF DIRECTORS
Nominees
The Board of Directors of the Company currently consists of
five members. Pursuant to a Board of Directors' Resolution the
By-laws of the Company were amended to provide for the Board of
Directors to consist of three members immediately following the
Annual Shareholder's Meeting established by the notice
accompanying this proxy. Accordingly, the following three
persons have been nominated by the Board of Directors to serve as
directors until the 2001 Annual Meeting of Stockholders and
thereafter until their respective successors are duly elected and
qualified.
Ray Warren
Tom Warren
Andrew S. Austin
If any nominee is unable or declines to serve as a director
(a contingency which the Company does not foresee), the proxies
in the accompanying form will be voted for any nominee who may be
nominated by the present Board of Directors to fill such vacancy.
Officers are elected at the first Board of Directors meeting
following the Annual Meeting at which the directors are elected
and serve until their successors are elected and qualified. Ray
and Tom Warren are father and son. Mr. Austin is not related to
either Ray or Tom Warren.
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AMENDMENT OF THE ARTICLES OF INCORPORATION
Change in Number of Shares Authorized
In furtherance of the Company's objectives the Board is
recommending that the Articles of Incorporation be amended to
change the name of the Corporation and to increase the number of
Common Shares authorized. With the consummation of the purchase
of the Internet web sites UpWeGo.com, OTCVision.com,
Equityminded.com and Dictionaryhill.com the Company has entered
into a new phase of operations. The stock issued to conclude
those purchases has limited the Company's ability to engage in
future financing.
With 21,934,973 outstanding shares of Common Stock the
Company needs to increase the number of Common Stock shares
authorized from 24,000,000 shares of Common Stock to allow for
future financing needs and to allow the Company the flexibility
to award stock options to attract new personnel and award current
personnel for superior performance. The Board of Directors is
recommending that the Company's total authorized number of
capital shares be increased from 25,000,000 to 100,000,000
shares. The authorized number of Common Shares would be
increased from 24,000,000 to 99,000,000 and the authorized number
of Preferred Stock would remain the same. The Board also
recommends that the par value of the Preferred Stock be amended
to be $100, as opposed to $0.001. This recommended change in the
par value of preferred stock will have no effect on currently
outstanding preferred stock pursuant to the terms and conditions
of that outstanding stock. The shareholders of the Company do
not have a preemptive right to acquire the Company's unissued
shares. There are no provisions, other than the articles and
by-laws of the Company and the Nevada Revised Statutes, that
govern the voting of the Company's shares. The Company has not to
date paid any dividends on its common stock. There are no
provisions, other than as may be set forth in the Nevada Revised
Statutes, that prohibit or limit the payment of dividends. There
are no provisions in the Company's articles or by-laws that would
delay, defer or prevent a change in control of the Company. The
Board of Directors has declared advisable, authorized and
approved, and recommends to the stockholders that they consider
and approve amending the Articles of Incorporation to change
Article III as set forth below.
As proposed herein by the Board of Directors "Article III,
Shares of Stock" of the Articles of Incorporation of Great Basin
Water Company would be amended to read as follows:
The amount of the total authorized capital stock of the
corporation is One hundred Million (100,000,000)
shares.
All such stock shall be designated as Ninty-nine
Million (99,000,000) Shares of Common Stock at a par
value of $0.001 per share and One Million (1,000,000)
Shares of Preferred Stock at a par value of $100 per
share. The Common Stock and the Preferred Stock may be
issued from time to time without action by the
stockholders. The Common Stock and the Preferred Stock
may be issued for such consideration as may be fixed by
the Board of Directors from time to time.
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The Board of Directors may issue such shares of Common
and Preferred Stock in one or more series, at such
price and in such numbers of each series with such
voting powers, designations, preferences and rights or
qualifications or restrictions thereof as shall be
stated in the resolution or resolutions adopted by
them.
The additional shares of Common Stock that would be
available for issuance if the proposed amendment is approved
could be issued for any proper corporate purpose by the Board at
any time without further stockholder approval, subject to
applicable law. The voting and equity ownership rights of the
Company's stockholders may be diluted by such issuances.
Stockholders will not have pre-emptive rights to subscribe for
shares of Common Stock, unless the Company grants such rights at
the time of issue. Other than as described above, the Company
currently has no plans or proposals to issue any of the
additional shares of Common Stock.
Change in Corporate Name
With the Company's recent expansion into e-commerce the
Company is now more than just a water utility. As the Company
grows and creates "brand" recognition for its activities, there
is a need for a name that can be trademarked. The trade-marking
of a name requires a certain uniqueness about it, for example
Exxon or Xerox. Consequently, the Company has developed a unique
name that it intends to trademark. The name selected is
"37Point9". The Board of Directors has declared advisable,
authorized and approved, and recommends to the stockholders that
they consider and approve amending the Articles of Incorporation
to change the name of the Company to "37Point9".
Accordingly, the Board recommends that "Article I, Name" of
the Articles of Incorporation of Great Basin Water Company be
amended as follows:
The name of the corporation is: 37Point9
BOARD AND COMMITTEE MEETINGS
The Company has no standing Audit and Compensation
Committees as the Board of Directors currently handles these
issues. In place of an Audit Committee the Board monitors the
effectiveness of the audit conducted by the Company's independent
auditor and the Company's internal financial and accounting
controls. The Board meets with management and its independent
auditor as may be required. The independent auditor has full and
free access to the Board without the presence of management.
During the past fiscal year, there was one regular meeting of the
Board and one special meeting. During the current fiscal year
there have been 18 special meetings of the Board. Each incumbent
director attended more than 75% of the aggregate number of all
board meetings in the past fiscal and current fiscal year.
LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened. To the best of
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management's knowledge, none of the Company's officers,
directors, or beneficial owners of 5% or more of the Company's
outstanding securities is a party adverse to the Company nor do
any of the foregoing individuals have a material interest adverse
to the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANGEMENT
The following table sets forth certain information as of
November 10, 2000, with respect to the beneficial ownership of
the common stock by each officer and director of the Company,
each person (or group of persons whose shares are required to be
aggregated) known to the Company to be the beneficial owner of
more than five percent (5%) of the common stock, and all such
directors and executive officers of the Company as a group.
Unless otherwise noted, the persons named below have sole voting
and investment power with respect to the shares shown as
beneficially owned by them.
=============================================================================
Common Stock Percentage
Name of beneficial owner beneficially owned of class
=============================================================================
Andrew S. Austin (1) 6,733,904 30.70
2707 Garnet Street, Suite 200
San Diego, CA 92109
Darryl E. Schuttloffel (2) 2,260,020 10.30
2808 Tumble Brook
Las Vegas, NV 89134
K. Crandal McDougall (2) 1,430,000 06.52
1420 Black Ridge Drive
El Paso, TX 79912
Ray Warren (3)(4) 1,147,625 05.23
2138 Abarth Street
Las Vegas, NV 89122
Thomas R. Warren (1)(3)(4) 1,182,625 05.39
3541 Summer Estates Circle
Salt Lake City, UT 84121
Ronald L. Drake (1)(3) 181,250 00.83
2959 E. Flamingo Rd.
Las Vegas, NV 89121
Jay Taylor (3) 10,000 00.05
3792 Yorba Linda Road
Las Vegas, NV 89122
Alex Peluffo (3) 10,000 00.05
3784 Yorba Linda Road
Las Vegas, NV 89122
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Intermountain Management 1,505,250 06.86
Associates (2)(4)
2950 E. Flamingo Rd.
Las Vegas, NV 89121
Officers and Directors 9,265,404 42.24
of the Company as a Group
=============================================================================
(1) Officer of the Company.
(2) Beneficial owner of 5% or more of the Company's Common
Stock.
(3) Director
(4) Ray and Tom Warren are father and son. They own Intermountain Management
Associates together. As equal partners in Intermountain Management
Associates they each control half of the shares of Great Basin Water
Company Stock held by Intermountain Management Associates. Consequently,
each was assigned 752,625 shares as being their beneficial ownership of
Great Basin Water Company stock in determining the total beneficial
ownership of each individual.
As of November 10, 2000 there were 21,934,973 shares of
Common Stock issued and outstanding, and 7,500 shares of
Preferred Stock issued and outstanding.
On November 10, 2000 a change in control of the Registrant
occurred. Through a transaction between Round III Enterprises, a
California Corporation and the Registrant, shares of the
Registrant's Common Stock were issued to Round III Enterprises
which were then distributed to the individual shareholders of
Round III Enterprises. The transaction, described in more detail
in the Form 8-K filed by the Company on November 13, 2000,
resulted in the purchase by the Registrant of the assets of Round
III Enterprises in exchange for the Registrant's Common Stock.
Through this transaction, Andrew S. Austin, an Officer of the
Registrant, acquired a controlling interest in the Registrant.
The source of the consideration through which Mr. Austin acquired
control was his ownership in Round III Enterprises. The asset
sale was consummated between Round III Enterprises and the
Registrant on November 10, 2000. Mr. Austin as a result of this
transaction now beneficially owns 30.70 percent of the
Registrant. As control was obtained through the issuance of
Common Stock and was not acquired from individuals or entities
holding previously issued and outstanding Common Stock, the
identity of the person or entity from which control was acquired
would be the Registrant.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the directors and executive
officers of the Company, their ages, and all positions with the
Company.
================================================================
Name Age Position
================================================================
Ray E. Warren 74 Chairman of the Board
Thomas R. Warren 52 Director and Chief Financial Officer
Ronald L. Drake 55 Director and Secretary
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Jay Johnson Taylor 80 Director
Alex Peluffo 39 Director
Andrew S. Austin 39 Vice President of Acquisitions
================================================================
Ray E. Warren, Chairman of the Board, has worked a lifetime
in business and finance. He has been self employed for over 50
years. He is currently a self-employed business consultant,
operating under the name Investment Associates, giving strategic
planning and operational direction to large and small companies
in a variety of industries. Mr. Warren was an owner and executive
officer of a regional stock brokerage firm, Warren & Brown
Associates from 1980 to 1990, where his responsibilities included
capital formation and securities underwriting for small and large
companies as well as compliance with federal and state
regulations.
Thomas R. Warren, Chief Financial Officer and Director,
brings to the enterprise a background in corporate finance,
executive-level management, and the securities industry.
Following his education in Business Management and Marketing at
the University of Utah, Mr. Warren became licensed in Life,
Accident and Health insurance, and remains licensed in Utah and
Nevada. From 1980 to 1992, Mr. Warren was a principal in a stock
brokerage firm and was responsible for all areas of the firm's
operations. He has operated a stock transfer agency, Silver
State Registrar and Transfer, for the last 15 years. Mr. Warren
has been in the home mortgage business for the last six years as
the branch manager for the Las Vegas office of Salt Lake
Mortgage. He joined the Board of Directors in 1999.
Ronald L. Drake, Secretary and Director, provides to the
Company expertise in several key disciplines. As a U. S. Treasury
Enrolled Agent since 1994, Mr. Drake owns and operates an
accounting firm, Tax Planners, that specializes in income tax
preparation, serving large and small businesses. His formal
schooling includes securities, insurance and financial planning
(Denver School of Certified Financial).
Jay Johnson Taylor, Director, retired as Colonel for the
U.S. Air Force's Strategic Air Command Headquarters in 1967. Mr.
Taylor served as Vice President of Marketing for the Woodmoor
Corporation, a Colorado-based real estate developer from 1967 to
1973. Mr. Taylor helped to plan and market developments ranging
from residential communities in the Colorado ski areas, to a
resort development near Guaymas, Mexico, to a shopping center at
Golden, Colorado. From 1976 to 1980 he was President of Vida del Mar
resort in Manzanilla. From 1980 to 1997, Mr. Taylor served as Vice
President of Finco International, an import and export company in
Ogden, Utah, dealing mainly with Porcelain products.
Alex Peluffo, Director, is currently employed in a
management position with The Paris Hotel in Las Vegas, Nevada.
From 1991 to 1996, he was Food and Beverage Manager at the
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Four Seasons and Stratosphere Hotels in Las Vegas, Nevada and
prior to that was Food and Beverage Manager at the Ritz Carlton,
in San Francisco, California, from 1991 to 1996. He is also a
director in the Town Square LLC since 1998, the Shadow Ridge LLC
since 1998 and is also managing a commercial development north of
Las Vegas, Nevada, called "The Arizona Town Square." Mr.
Peluffo is also a consultant to other corporations in the gaming
and hotel industry.
Andrew S. Austin joined the Company in September of 2000 as
its Vice President of Acquisitions. Since 1996 Mr. Austin has
been the operator and owner of Round II, Inc., a private corporation.
In his capacity as President of Round II, Inc. Mr. Austin has
assisted small companies with specialized financial consulting for
the purpose of developing and implementing business plans,
establishing investor relations and laying the ground work for
financing alternatives. Mr. Austin has also assisted his clients
with product development, marketing planning and analysis of
manufacturing alternatives.
The Chairman of the Board of Directors, Mr. Ray E. Warren,
and the Chief Financial Officer of the Corporation, Mr. Thomas R.
Warren, are father and son. None of the directors, officers,
control persons or promoters have had, in the last five years:
i. Any voluntary or involuntary bankruptcy with any other
company, general partnership or executive officership
within the past two years.
ii. Any conviction in a criminal proceeding or being
subjected to a pending criminal proceedings.
iii. been the subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or
temporarily enjoined, barred, suspended or otherwise
limited in their involvement in any type of business,
securities or banking activities.
iv. Been found by a court of competent jurisdiction (in a
civil action), the SEC or the Commodity Futures Trading
Commission to have violated a federal or state
securities or commodities law, and the judgment has not
been reversed, suspended or vacated.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of the forms submitted to the Company
during and with respect to the 1999 fiscal year and the current
2000 fiscal year and the written representations of reporting
persons, the Company believes that all reports required to be
filed under Section 16(a) of the Securities Exchange Act of 1934
for transactions occurring during fiscal 1999 and the current
2000 fiscal year were timely filed except as identified
hereafter. The Board of Directors upon becoming a reporting
Company on or about May 16, 2000, did not timely file a Form 3
and thereafter did not timely file a Form 4 where required. All such
forms have since been filed and each Board member understands his
or her individual responsibility to file such reports on a timely
basis in the future.
EXECUTIVE AND DIRECTOR COMPENSATION
The following table sets forth certain information
concerning compensation earned by the Company's Directors, Chief
Executive Officer and certain executive officers of the Company
as
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of December 31, 1999 for services rendered in all capacities to
the Company during the last three fiscal years:
=============================================================================
Name and Principal Fiscal Long-Term
Position Year Salary Bonus Compensation
=============================================================================
Darryl E. Shchuttloffel, 1999 $3,000 $-0- none
Director and President 1998 $3,000 $-0- none
1997 $ 500 $-0- none
=============================================================================
At this time the Company does not have a long-term incentive
plan. There were no grants or exercises of options or SARs in
the past fiscal year to any officer or director. All
compensation awarded to officers and directors was through salary
or bonuses and is reflected above. Directors of the Company do
not receive compensation for the performance of their duties as
directors.
There are presently no Audit or Compensation committees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Darryl E. Schuttloffel, the President and a director of the
Company, was issued 1,500,000 shares by the Company for $1,000
cash and services valued at $500 at the organization of the
Company. These shares were valued at the par value of $.001 per
share.
Ray E. Warren, Chairman of the Board of Directors, was
issued 1,500,000 shares by the Company for $1,000 cash and
services valued at $500 at the organization of the Company. These
shares were valued at the par value of $.001 per share.
Thomas R. Warren, an officer and director of the Company,
was issued 50,000 shares of common stock for services rendered as
the Company's Transfer Agent.
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All other shares owned by the Company's officers and
directors were purchased by the respective individuals in the
Company's offering, on the open market or in an exchange during
the acquisition of Shadow Ridge, upon the same terms as any other
investor.
The Company utilizes the services of Silver State Transfer
Agency as its transfer agent and Registrar. Silver State is
operated by Thomas R. Warren, an officer and director of the
Company.
On November 1, 1998 the Company entered into an agreement
whereby the Company purchased all of the outstanding shares of
the capital stock of The Shadow Ridge Water Company(hereinafter
"Shadow Ridge"). Shadow Ridge was owned by Darryl Schuttloffel,
who was at the time of the acquisition a director and shareholder
of the Company. Mr. Schuttloffel's interest was fully disclosed
to the Board of Directors. The capital stock of Shadow Ridge
was purchased for 1,000,000 shares of the Company's Common Stock.
The assets of Shadow Ridge were reflected on the Company's books
at their original cost to Shadow Ridge in the amount of $249,046.
On October 12, 2000 the Company entered into an agreement
with Town Square LLC. The agreement was for the purchase of
water share rights and related equipment for water and wells
located in Arizona within the Company's subsidiary's water
service area. The agreement provided 7,500 shares of Preferred
Stock at a value of $100 per share for the water share rights and
related equipment. Ray E. Warren, Alex Peluffo and Darryl E.
Schuttloffel are directors in this Company, and have ownership
interests in Town Square LLC. This was disclosed at the Board
of Directors meeting in which the Company accepted Town Square
LLC's agreement.
On November 10, 2000 the Company entered into an agreement
whereby the Company purchased four Internet web sites and other
associated assets from Round III Enterprises. At the time of the
acquisition, the Company's Vice President of Acquisitions, Mr.
Andrew Austin, also owned a controlling interest in Round III
Enterprises and became a controlling shareholder in the Company
as a result of the Acquisition. 10,000,000 shares of the
Company's Common Stock were issued to Round III Enterprises for
the purchase of the assets. The assets were valued at $100,000.
This value represents a portion of the value that Round III
Enterprises had invested in the development of these assets. It
was determined that a conservative value be placed on these
assets due to their intangible nature and the fact that their
value would necessarily be developed through the Company's
management of the assets. Mr. Austin's interest in these assets
was fully known and acknowledged by the Board of Directors in
voting to acquire these assets under the terms and conditions of
the purchase contract.
Other than as described above, there have been no material
transactions in the past two years or proposed transactions to
which the Company has been or proposed to be a party in which any
officer, director, nominee for officer or director, or security
holder of more than 5% of the Company's outstanding securities is
involved.
The Company has no promoters other than its executive
officers and directors. There have been no transactions, other
than as described above, which have benefited or will benefit its
executive officers and directors either directly or indirectly.
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INDEPENDENT PUBLIC ACCOUNTS
The Company's Independent Public Accountant is Russell G.
Nay. Mr. Nay will not be present at the Annual Meeting as
noticed in this Proxy.
OTHER BUSINESS
The Board of Directors does not know of any business to be
presented at the Annual Meeting other than the matters set forth
above, but if other matters properly come before the meeting it
is the intention of the persons named in the proxies to vote in
accordance with their best judgment on such matters.
SUBMISSION OF PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the
Company's 2000 Annual Meeting of Stockholders must be received at
the Corporate Secretary's Office, 2950 E. Flamingo, Suite F, Las
Vegas, NV 89121, no later than November 6, 2000 to be considered
for inclusion in the Proxy Statement and form of proxy for that
meeting. Notices of shareholders' proposals submitted outside
the processes of Rule 14a-8 under the Securities and Exchange Act
of 1934, as amended, will be considered timely, if filed on or
before November 15, 2000. A proxy solicited by the Board of
Directors of the Company for the 2001 Annual Meeting may confer
discretionary voting authority with respect to any matter which
arises at such meeting as to which the Company does not receive
notice on or before February 28, 2001. The Company anticipates
that its 2001 Annual Meeting of Stockholders will be held in May
of 2001. Accordingly, any stockholder proposals to be presented
at the Company's 2001 Annual Meeting of Stockholders must be
received at the Corporate Secretary's Office by February 28,
2001.
By Order of the Board of Directors
Ray Warren
Chairman of the Board
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<TABLE>
<C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF GREAT BASIN WATER COMPANY
TO BE HELD DECEMBER 14, 2000
The undersigned hereby appoints Ray Warren as the lawful agent and proxy of the undersigned (with all the powers the
undersigned would possess if personally present, including full power of substitution), and hereby authorizes him to represent and
to vote, as designated below, all the shares of voting stock of Great Basin Water Company held of record by the undersigned on
November 27, 2000, at the Annual Meeting of Shareholders to be held December 14, 2000, or any adjournment or postponement thereof.
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1. ELECTION OF DIRECTORS. FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote [ ]
(Except as marked to the contrary below) for all nominees listed below
Ray Warren [ ]
Thomas Warren [ ]
Andrew S. Austin [ ]
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INSTRUCTIONS: To withhold authority to vote for any nominee, mark the space after the nominee's name as listed above.
2. Amendment of Certificate of Incorporation to Increase Shares Authorized:
RESOLVED, that Article III of the Articles of Incorporation be, and it hereby is, amended and restated as follows:
The amount of the total authorized capital stock of the corporation is One hundred Million (100,000,000) shares.
All such stock shall be designated as Ninty-nine Million (99,000,000) Shares of Common Stock at a par value of $0.001 per
share and One Million Shares of Preferred Stock at a par value of $100 per share. The Common Stock and the Preferred Stock may
be issued from time to time without action by the stockholders. The Common Stock and the Preferred Stock may be issued for
such consideration as may be fixed by the Board of Directors from time to time.
The Board of Directors may issue such shares of Common and Preferred Stock in one or more series, at such price and in such
numbers of each series with such voting powers, designations, preferences and rights or qualifications or restrictions thereof
as shall be stated in the resolution or resolutions adopted by them.
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FOR the above amendment [ ] AGAINST the above amendment [ ] ABSTAIN [ ]
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3. Amendment of Certificate of Incorporation to Change the Company's Name:
RESOLVED, that Article I of the Articles of Incorporation of the Company be, and it hereby is, amended and restated as
follows:
The name of the corporation is: 37Point9
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FOR the above amendment [ ] AGAINST the above amendment [ ] ABSTAIN [ ]
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4. In his discretion, the Proxy is authorized to vote upon any matters which may properly come before the Annual Meeting, or any
adjournment or postponement thereof.
It is understood that when properly executed, this proxy will be voted in the manner directed herein by the undersigned
shareholder. WHERE NO CHOICE IS SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS NAMED IN ITEM
(1) ABOVE AND FOR APPROVAL OF THE MATTER SET FORTH IN ITEMS 2 AND 3.
The undersigned hereby revokes all previous proxies relating to the shares covered hereby and confirms all that said Proxy
may do by virtue hereof.
Please sign exactly as name appears below. When shares are held joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Dated: __________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature ________________________________________
Signature, if held jointly _____________________________
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING
OF SHAREHOLDERS. [ ]
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