<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
NEWLANDS OIL & GAS INC.
--------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
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>
NEWLANDS OIL & GAS INC.
#515 - 3440 Wilshire Boulevard
Los Angeles, California 90010
December 4, 2000
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of Newlands Oil & Gas Inc., which will be held on
December 15, 2000 at 11:00 a.m., Pacific Standard Time at Suite
1880, Royal Centre, 1055 West Georgia Street, Vancouver, British
Columbia V6E 3P3.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders and
Proxy Statement.
Whether or not you attend the annual meeting it is important that
your shares be represented and voted at the meeting. Therefore, I
urge you to sign, date, and promptly return the enclosed proxy in
the enclosed postage-paid envelope. If you decide to attend the
annual meeting and vote in person, you will of course have that
opportunity.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the
Company.
Sincerely,
/s/ Douglas Yee
Douglas Yee
President
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NEWLANDS OIL & GAS INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 4, 2000
To the Shareholders:
Notice is Hereby Given that the Annual Meeting of the holders of
shares of Common Stock of Newlands Oil and Gas Inc. (the "Common
Stock") will be held at Suite 1880, Royal Centre, 1055 West Georgia
Street, Vancouver, British Columbia V6E 3P3 on December 15 , 2000
at 11:00 a.m., Pacific Standard Time, for the following purposes:
1. To elect directors.
2. To approve the amendment to the articles of incorporation to
change the name of the Company to "PC-EPhone, Inc.";
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on October 24,
2000 are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Negar Towfigh
Negar Towfigh, Secretary
December 4, 2000
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign,
date, and return the enclosed Proxy at your earliest convenience.
This will ensure the presence of a quorum at the meeting. PROMPTLY
SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE THE COMPANY THE
EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in
your Proxy will not prevent you from voting your stock at the
meeting if you desire to do so, as your Proxy is revocable at your
option.
3
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NEWLANDS OIL & GAS INC.
#515 - 3440 Wilshire Boulevard
Los Angeles, California 90010
December 4, 2000
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD DECEMBER 15, 2000
This Proxy Statement, which was first mailed to shareholders on or
about December 4, 2000 is furnished in connection with the
solicitation of proxies by the Board of Directors of Newlands Oil &
Gas Inc. (the "Company" or "Newlands"), to be voted at the annual
meeting of the shareholders of the Company (the "Annual Meeting"),
which will be held at 11:00 a.m. on December 15, 2000 at Suite
1880, Royal Centre, 1055 West Georgia Street, Vancouver, British
Columbia V6E 3P3 for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. Shareholders who execute
proxies retain the right to revoke them at any time prior to the
exercise of the powers conferred thereby, by delivering a signed
statement to the Secretary of the Company at or prior to the annual
meeting or by executing another proxy dated as of a later date. The
cost of solicitation of proxies is to be borne by the Company.
Shareholders of record at the close of business on October 24, 2000
will be entitled to vote at the meeting on the basis of one vote
for each share held. On October 24, there were 12,547,167 shares of
common stock outstanding, held of record by 27 shareholders.
The deadline for submittals of shareholder proposals for the next
regularly scheduled annual meeting will be not less than 120 days
prior to the release date of the proxy materials as received at the
Company's principal offices by that date. A shareholder proposal
submitted outside the processes of SEC Regulation Section 240.14a-8
will be considered untimely if received at the principal offices of
the Company on or after 45 days prior to the Company's release of
its proxy statement to shareholders.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY
STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY OTHER PERSON.
4
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MEETING
PLACE, DATE AND TIME
The Annual Meeting will be held on December 15, 2000 at Suite 1880,
Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia
V6E 3P3 at 11:00 a.m. Pacific Standard Time.
RECORD DATE; SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board") has fixed the
close of business on October 24, 2000 as the Record Date for the
determination of shareholders entitled to notice of and to vote at
the Annual Meeting. At the Record Date, there were 12,547,167
shares of Common Stock issued and outstanding and entitled to vote
at the Annual Meeting held by approximately 27 holders of record.
Holders of Common Stock are entitled to one vote at the Annual
Meeting for each share of Common Stock held of record at the Record
Date.
In addition to the solicitation of proxies by use of the mail,
proxies may also be solicited by the Company and its directors,
officers and employees (who will receive no additional compensation
therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. The
Company will reimburse banks, brokerage houses, custodians and
other fiduciaries who hold shares of Common Stock in their name or
custody, or in the name of nominees for others, for their
out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such shares. The
Company will bear the costs of the Annual Meeting and of soliciting
proxies therefor, including the cost of printing and mailing this
Proxy Statement and related materials. Any questions or requests
for assistance regarding the Company's proxies and related
materials may be directed in writing to Negar Towfigh, Secretary,
at 1403 Chippendale Road, West Vancouver, British Columbia V7S 2N7.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, holders of Common Stock of the Company will
be asked to: (a) elect directors; and (b) amend the articles of
incorporation to change the name of the Company to "PC-EPhone,
Inc.".
VOTE REQUIRED
One-third (33.33%) of the issued and outstanding shares of Common
Stock entitled to vote as of the Record Date, represented in person
or by proxy, is required for a quorum at the Annual Meeting. The
affirmative vote of a majority of those shares in favor of the
proposed amendment to the articles of incorporation to change the
name of the Company to "PC-EPhone, Inc." will be necessary in order
to approve the agreement and amendment, and the nominees receiving
the five (5) highest number of votes will be elected to the board
of directors. Abstentions may be specified and will be counted as
present for the purpose of determining the existence of a quorum.
Shares of Common Stock that are represented by properly executed
proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the
instructions indicated in such proxies. If no contrary
instructions are indicated, such shares will be voted FOR approval
of the proposed amendment to the Company's articles of
incorporation and FOR the nominees for the Board named herein, and
in the discretion of the persons named in the
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proxy as proxy appointees, as to any other matter that may properly
come before the Annual Meeting (of which the Company is not presently
aware).
Under the rules of the NASD, brokers who hold shares in a street
name have the authority to vote on certain items when they have not
received instructions from the beneficial owners. Brokers who do
not receive instructions but who are present, in person or by
proxy, at the Annual Meeting will be counted as present for quorum
purposes.
It is not expected that any matters other than those referred to in
this Proxy Statement will be brought before the Annual Meeting. If
other matters are properly presented, however, the persons named as
proxy appointees will vote in accordance with their best judgment
on such matters. The grant of a proxy also will confer
discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to
the conduct of the Annual Meeting.
Any shareholder may revoke his, her or its proxy (other than an
irrevocable proxy coupled with an interest) at any time before it
is voted, by: (1) filing with the Corporate Secretary of the
Company an instrument revoking the proxy; (2) returning a duly
executed proxy bearing a later date; or (3) attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting
will not by itself constitute revocation of a proxy. There are no
dissenters rights or remedies for shareholders who do not agree
with the outcome of the vote on the issues to be brought at this
Annual Meeting.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE
INFORMATION PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE
URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PREPAID ENVELOPE OR, FOR FASTER SUBMISSION
OF YOUR PROXY, FAX THE PROXY TO COMPUTERSHARE INVESTOR SERVICES,
ATTENTION SUPPORT SERVICES, (303) 986-2444 AND THEN MAIL THE ORIGINAL
COMPLETED, SIGNED, AND DATED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL 1
----------
ELECTION OF DIRECTORS
---------------------
Directors are to be elected at the Annual Meeting, to hold office
for one year until the next annual meeting of shareholders, and
until their successors are elected and qualified. It is intended
that the accompanying proxy will be voted in favor of the following
persons to serve as directors unless the shareholder indicates to
the contrary on the proxy. Management expects that each of the
nominees will be available for election, but if any of them is not
a candidate at the time the election occurs, it is intended that
such proxy will be voted for the election of another nominee to be
designated by the Board of Directors to fill any such vacancy.
NOMINEES
Name Age Appointed to Office
---- --- -------------------
Douglas Yee 32 September 12, 2000
Terrence E. King 45 Not applicable
Alan Crawford 46 March 10, 1999
6
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Greg Burnett 38 March 10, 1999
Negar Towfigh 27 February 16, 1999
DOUGLAS YEE (Age 32), President, Treasurer, and a Director of the
Company. Mr. Yee was Director of Finance of Conor Pacific
Environmental Technologies Inc. from 1997 to June 2000. From 1996
to 1997, Mr. Yee was Treasurer and Corporate Controller of Triton
Mining Corporation. At Royal Oak Mines Inc., between 1992 and
1996, Douglas Yee worked in various positions: Controller, Manager
of Taxation, Assistant Treasurer and Corporate Accountant. All
these companies are or were listed on the Toronto Stock Exchange
("TSE"). Mr. Yee has been involved in the analysis and acquisition
of several environmental companies. He has participated in
contract negotiations, reviewed joint venture agreements and
prospectuses, and prepared numerous financial schedules. Mr. Yee
is a Chartered Accountant and graduated with honors from the
University of British Columbia in 1990 with a Bachelor of Commerce
in Accounting. Mr. Yee has taught several courses at the School of
Chartered Accountancy and the Institute of Chartered Accountants of
BC.
TERRENCE E. KING (Age 45), Mr. King is a principal at Holmes &
King, An Association of Lawyers and Law Corporations. Mr. King
was admitted to the British Columbia Bar in 1982 and is a member
of the British Columbia Law Society and Canadian Bar Association.
Mr. King graduated from the University of British Columbia with
a Bachelor of Arts (Political Science) and, subsequently, a
Bachelor of Law in 1982. Mr. King's principal area of law
practice is Securities and Corporate Finance, Corporate and
Commercial.
ALAN CRAWFORD (Age 46), a Director of the Company. Mr. Crawford is
the founder of the Techven Finance Group of Companies, doing
business in Vancouver, Canada and Edinburgh, Scotland since 1991.
Mr. Crawford's public company experience includes the formation,
financing and management of companies on the TSE, CDNX, NASDAQ,
German markets and the London Stock Exchange. Related experience
includes corporate financing strategies, mergers and acquisitions,
investor relations and business planning. Alan Crawford has
personally founded, financed and managed four successful public
companies.
Mr. Crawford is currently a director of the following public
companies: Camflo Resources Ltd., ONA Energy Inc.,Venture Pacific
Development Corporation, First Tower Enterprises Ltd., Northern
Hemisphere Developments, International Catalyst Ventures and
Northern Continental Resources Inc. Mr. Crawford has a Master of
Business Administration (MBA) honors, 1993, from the University of
Edinburgh, where he majored in technology finance and marketing. He
received his Chartered Financial Planning designation (CFP honors)
accreditation in 1987. His other related qualifications include: UK
Securities Certification (1993), Canadian Securities Certification
(1984), Licensed Options Certification (1985) and Licensed
Commodities Certification (1985).
GREG BURNETT (Age 38), a Director of the Company. Since 1989, Mr.
Burnett has been the owner and President of Carob Management Ltd, a
company specializing in structuring and managing public companies.
Mr. Burnett is President and a director of Orko Gold Corporation,
a Canadian Venture Exchange (" CDNX") listed junior gold
exploration company, and he is the President and a director of Tri-
Lateral Ventures Corp. He is also the Secretary/Treasurer and a
director of Commercial Consolidators Corp., a CDNX listed advanced
international trading company. Additionally, Mr. Burnett serves on
the board of directors and provides consulting services to the
following public companies: Starfire International Technologies
Inc., an Internet adviertising
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company; Pender Capital Corp., a granite quarrying and processing
company; Camflo Resources Ltd., a junior resource exploration company;
Ocean Ventures Inc. (formerly CellDirect Captial Corp., a holding
company; East Asia Gold Corp., a junior gold exploration company;
First Harbor Enterprises Inc., a capital pool company; First Castle
Enterprises Inc., a capital pool company; and Rat International
(Marketing) Inc., a junior industrial company. Mr. Burnett dedicates
approximately 10% of his time to the corporate operations of the
Company. Mr. Burnett holds Master of Business Administration and
Bachelor of Applied Science (Civil Engineering) degrees from the
University of British Columbia.
NEGAR TOWFIGH (Age 27), a Director and Secretary of the Company.
Ms. Towfigh is Corporate Secretary of First Goldwater Resources
Inc. and Venture Pacific Development Corporation, as well as a
number of other CDNX listed companies. She is Vice President and
Secretary of Habanero Resources Inc. In February 1999, Ms. Towfigh
began consulting and currently runs her own consulting firm where
she specializes in structuring companies from incorporation to a
public listing on the CDNX, Pink Sheets, or OTCBB; she assists
companies with initial public offerings; and handles all regulatory
filings. She has previously been employed from 1995 to January 1999
in the investment industry with several brokerage houses including
Canaccord Capital Corporation, Nesbitt Burns Inc., RBC Dominion and
Pacific International Securities Inc. She graduated with a
Bachelor of Commerce in Finance from the University of British
Columbia in 1995.
INFORMATION REGARDING THE BOARD
The Company's Board of Directors (the "Board") has a Compensation
Committee comprised of Greg Burnett, Alan Crawford and Graeme
Sewell. The Compensation Committee was created on November 9, 2000
and has not yet had a meeting. The Board met four (4) times during
the last fiscal year as issues were raised. All directors attended
75% or more of the aggregate number of Board meetings. The current
Board includes Douglas Yee, Graeme Sewell, Alan Crawford, Greg
Burnett, and Negar Towfigh. Basic information regarding Douglas
Yee, Alan Crawford, Greg Burnett and Negar Towfigh is provided
above under "Nominees". Information regarding Graeme Sewell is
shown below. The Board does not have standing audit or nominating
committees.
GRAEME SEWELL (Age 33), Vice President of Finance and a Director of
the Company. Mr. Sewell is president of Condor Goldfields Inc. and
Habanero Resources Inc., and a director of First Goldwater
Resources Inc., all these companies are listed on the Canadian
Venture Exchange ("CDNX"). He is also a director of Venture Pacific
Development Corp., which is listed on the CDNX and OTCBB. He is
currently the President of Herrimen Oil & Gas Inc. (a private
company). Mr. Sewell has participated in the financing of oil and
gas, resource and technology companies. He has 10 years experience
in finance and accounting and is responsible for negotiating
contracts and arranging financings for a number of public and
private companies. Mr. Sewell was an investment advisor at
Canaccord Capital Corporation from February 1996 until November
1998. Mr. Sewell was employed in the area of sales at Canaccord
Capital Corporation from August 1994 to January 1996 and worked as
an accountant previous to that at Amisano & Company from June 1991
to August 1994.
This is the Company's first annual meeting of shareholders.
8
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The directors do not receive any compensation from the Company.
The following table provides information on the annual
compensation received by the Executive Officers and Directors of
the Company:
Annual Compensation Table
Annual Compensation Long-term Compensation
Other Re- All
Name and Annual stricted other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary Bonus($)sation Awarded /SARs Payouts sation
--------- ---- -------- ------- ------- ------- ------- ---------- -------
Allen
Sewell 1999 $40,000(1) $0 $0 $0 0 $0 $0
President,
Treasurer
Director
Graeme
Sewell 1999 $30,000(2) $0 $0 $0 0 $0 $0
Vice
President
of Finance
Director
Negar
Towfigh 1999 $0 $0 $0 $0 0 $0 $0
Secretary,
Director
Alan
Crawford 1999 $0 $0 $0 $0 0 $0 $0
Director
Greg
Burnett 1999 $0 $0 $0 $0 0 $0 $0
Director
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(1) Allen Sewell received US$4,000/month from March 1999 up
until Aug.31, 2000.
(2) Graeme Sewell received US$3,000/month from March 1999 up
until Aug.31, 2000.
There can be no assurance that the amounts of compensation actually
paid, or the persons to whom it is paid for 2000, will not differ
materially from the above 1999 amounts.
Options
-------
There are no options outstanding to any of the Company's officers
or director. The Board approved a Stock Option Plan on November 2,
2000 and will seek confirmation by shareholders within one year.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.
PROPOSAL 2
----------
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE
--------------------------------------------------------------
THE COMPANY'S NAME TO "PC-EPhone, Inc."
---------------------------------------
Proposal 2 is to approve an amendment to the Articles of
Incorporation to change the name of the Company to PC-EPhone, Inc.
On or about October 24, 2000, the Company changed its principal
focus from oil and gas exploration to technology, communications
and electronics. Accordingly, the Board believes that it would be
appropriate to change the name of the Company to PC-EPhone, Inc. to
reflect current and future business operations. For these reasons
management believes the name change will bring more value to the
Company than will be lost by discarding the name Newlands Oil &
Gas, Inc.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THIS AMENDMENT.
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MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock of the Company is traded on the NASDAQ OTC
Bulletin Board under the trading symbol "NWOG". As of October 19,
2000, the last date on which the Common Stock was traded prior to
the fixing of the record date for voting, the high and low sales
prices of the Common Stock on the OTC Bulletin Board were $5 1/16
per share and $5.00 per share, respectively. On November 20, 2000,
the latest practicable trading day before the printing of this
Proxy Statement, the high and low sales prices of the Common Stock
on the OTC Bulletin Board were both $6 1/16 per share.
As of November16, 2000 there were 28 record holders of the
Company's common stock.
The Company has not previously declared or paid any dividends on
its common stock and does not anticipate declaring any dividends in
the foreseeable future.
The high and low sales price of the Common Stock on the OTC
Bulletin Board during the past two years by quarter are as follows:
High Low
---- ---
2000 Third Quarter 5 1/16 3 1/2
Second Quarter 10 1/8 23/32
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the Company's knowledge no person beneficially owns more than
ten percent (10%) of the outstanding shares of the Company's common
stock as of November 16, 2000 or as of a date of the filing by any
such person of a Schedule 13G with the Securities and Exchange
Commission ("Commission"). According to rules adopted by the
Commission, a person is the "beneficial owner" of securities if he
or she has, or shares, the power to vote them, or to direct their
investment, or has the right to acquire beneficial ownership of
such securities within 60 days. Unless otherwise indicated, all
persons have sole voting and investment power over all shares
beneficially owned.
The above information is based on 12,547,167 shares of common stock
outstanding as of November 16, 2000.
SECURITY OWNERSHIP OF CERTAIN MANAGEMENT OF THE COMPANY
The following table sets forth information, as of October 24, 2000,
concerning the Company's common stock owned by: (i) each director;
(ii) the Chief Executive Officer and the other executive officers
of the Company who earned more than $100,000 during fiscal 1999 and
were serving as executive officers at the end of fiscal 1999; and
(iii) all directors and officers of the Company as a group.
According to rules adopted by the Commission, a person is the
"beneficial owner" of securities if he or she has, or shares, the
power to vote them, or to direct their investment, or has the right
to acquire beneficial ownership of such securities within 60 days.
Unless otherwise indicated, all persons have sole voting and
investment power over all shares beneficially owned.
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Name and Address Number of Shares Percent
Class of Beneficial Owner Beneficial Owned of class*
--------- ------------------------------ ---------------- --------
Common Douglas Yee 500,000 3.98%
#1890 - 401 West Georgia Street
Vancouver, British Columbia
V6B 5A1
Common Allen Sewell 0 0.00%
101 Church Bay Road
Saturna Island
British Columbia V0N 2Y0
Common Graeme Sewell 500 0.01%**
5501 Cliffridge Place
North Vancouver, British Columbia
V7R 4S2
Common Alan Crawford 0 0.0%
#300 - 750 West Pender Street
Vancouver, British Columbia
V6C 2T7
Common Greg Burnett 0 0.0%
#604-750 West Pender Street
Vancouver, British Columbia
Common Negar Towfigh 48,000 0.38%
#1388 - 885 West Georgia Street
Vancouver, Briticsh Columbia
V6C 3E8
Common All Officers and Directors
As a Group (6 persons) 548,500 4.37%
--------------------------------------------------------------------------
*Based on 12,547,167 shares of common stock outstanding as of October 24,
2000
**less than .01%
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16(a) DISCLOSURE
The following persons have failed to file, on a timely basis, the
identified reports required by section 16(a) of the Exchange Act
since incorporation.
--------------------------------------------------------------------------
Number Transactions Known Failures
of Late Not Timely To File a
Name and principal position Reports Reported Required Form
--------------------------------------------------------------------------
Douglas Yee, Director,
President, CEO, Treasurer 1 0 None
Negar Towfigh,
Director, Secretary 0 0 1
Greg Burnett, Director 0 0 1
Alan Crawford, Director 0 0 1
Graeme Sewell, Director 0 0 1
VP of Corporate Finance
--------------------------------------------------------------------------
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
Upon appointment by the Board, Amisano Hanson, independent public
accountants, audited and reported on the consolidated financial
statements of the Company and its subsidiaries for the fiscal year
ended December 31, 1999. Such financial statements can be found in
the Company's 10K filed on March 30, 2000 and are incorporated by
reference in this Proxy Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission,
are incorporated herein by reference:
(i) the Company's Registration Statement filed on Form 10-SB
with the Commission on June 11, 1999;
(ii) the Company's Annual Report filed on Form 10-KSB with
the Commission on March 30, 2000;
(iii) the Company's Quarterly Reports filed on Form 10-QSB on
May 12, 2000, September 20, 2000 and November 7, 2000.
All reports and definitive proxy or information statements filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Proxy Statement and
prior to the date of the Annual Meeting shall be deemed to be
incorporated by reference into this Proxy Statement from the dates
of filing of such documents. Any statement contained in a document
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incorporated or deemed to be incorporated in this Proxy Statement
shall be deemed to be modified or superseded for purposes of this
Proxy Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed
to be incorporated by reference modifies or supersedes such
statement.
A copy of the documents incorporated herein by reference (excluding
exhibits unless such exhibits are specifically incorporated by
reference into the information incorporated herein) that are not
presented with this document or delivered herewith, will be
provided without charge to each person, including any beneficial
owner, to whom a Proxy Statement is delivered, upon oral or written
request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Corporate
Secretary at the address set forth below in "Other Matters."
ANNUAL MEETING
The 2000 Annual Meeting of Shareholders of the Company will be held
at 11:00 a.m. on December 15, 2000 at Suite 1880, Royal Centre,
1055 West Georgia Street, Vancouver, British Columbia V6E 3P3.
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OTHER MATTERS
The Board, as of December 4, 2000 was not aware of any matters to
be presented for action at the Annual Meeting other than the
approval of the amendment of the Company's articles of
incorporation and the election of the directors, and do not intend
to bring any other matters before the Annual Meeting. If any other
matters properly come before the meeting, however, or any
adjournment thereof, the person or persons voting the proxies will
vote in accordance with their best judgment.
A copy of the Company's 1999 Annual Report on Form 10-KSB,
incorporating the Company's audited financial statements for the
year ended December 31, 1999, as required to be filed with the
Commission will be provided upon written request without charge to
any shareholder whose proxy is being solicited by the Board. The
written request should be directed to the Secretary of the Company,
1403 Chippendale Road, West Vancouver, British Columbia V7S 2N7.
By Order of the Board of Directors
of Newlands Oil & Gas Inc.
/s/ Douglas Yee
_______________________________
DOUGLAS YEE
President
14
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NEWLANDS OIL & GAS INC.
PROXY
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF NEWLANDS OIL & GAS INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Douglas Yee and Negar Towfigh, and
each of them, with full power of substitution, as proxies to vote
the shares which the undersigned is entitled to vote at the Annual
Meeting of the Company to be held at December 15, 2000, 11:00
a.m.. Pacific Standard Time, and at any adjournments thereof.
Please mark your votes as indicated [X]
This proxy when properly signed will be voted in the manner
directed herein by the undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
1. Election of directors: Douglas Yee, Terrence E. King, Alan
Crawford, Greg Burnett, and Negar Towfigh.
FOR Election NOT FOR Election
of directors of directors
[_] [_]
Except vote withheld from following nominee(s) listed above.
___________________________ ________________________
2. Amendment of the Company's Articles of Incorporation to change
the Company's name to "PC-EPhone, Inc."
FOR Amendment NOT FOR Amendment
[_] [_]
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held
by 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 an authorized person.
Signature(s) Dated: __________________,2000
___________________________ ___________________________
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