SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
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[X] Preliminary Proxy Statement [ ] Confidential, for Use
of the
Commission Only (as
permitted
By Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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CI4NET.COM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-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:
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CI4NET.COM, INC.
December 17, 1999
Dear Share Owner,
You are requested to attend a Special Meeting of Share
Owners of CI4Net.com, Inc., which will be held at 1 Rockefeller
Plaza, Suite 1600, New York, New York, on January 5, 2000 at
10:00 a.m. The enclosed meeting notice and proxy statement
contain details concerning the business to be discussed at the
meeting.
Please sign, date and return your proxy card in the enclosed
envelope at your earliest convenience to assure that your shares
will be represented and voted at the meeting, even if you cannot
attend.
/s/ Lee Cole
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<PAGE>
CI4NET.COM, INC.
NOTICE OF SPECIAL MEETING OF SHARE OWNERS
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TIME: 10:00 a.m. (local time), January 5, 2000
PLACE: 1 Rockefeller Plaza - Suite 1600
New York, New York 10020
AGENDA: Consider and act upon the following:
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1. The amendment to the Company's certificate of
incorporation authorizing the Board to issue a blank check sum of
shares of preferred stock, par value $.001 per share, for the
Company.
RECORD DATE: Holders of common stock of the Company at the
close of business on December 17, 1999 are entitled to vote.
More information about the above can be found in the
attached proxy statement. A list of share owners as of the record
date is available for inspection during normal business hours
from December 17, 1999 through January 5, 2000 at the company's
offices.
By Order of the Board of Directors
Lee Cole
Secretary
New York, New York
December 17, 1999
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<PAGE>
CI4NET.COM, INC.
1 Rockefeller Plaza - Suite 1600
New York, New York 10020
December 17, 1999
PROXY STATEMENT
FOR SPECIAL MEETING OF SHARE OWNERS
TO BE HELD JANUARY 5, 2000
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Ci4net.com,
Inc., Inc. (the "Company") to be voted at the Special Meeting of
Share Owners of the Company and at any adjournments thereof. The
Special Meeting will be held at 1 Rockefeller Plaza, Suite 1600,
New York, New York on January 5, 2000 at 10:00 a.m., local time.
The mailing address of the principal executive offices of
the Company is 1 Rockefeller Plaza, Suite 1600, New York, New
York 10020. The approximate date on which this proxy statement
and form of proxy are first being sent or given to share owners
is December 17, 1999.
VOTING
Only owners of record of shares of common stock of the
Company ("Company Stock") at the close of business on December
17, 1999, are entitled to notice of and to vote at the Special
Meeting or any adjournments thereof. Each share owner of record
on the record date is entitled to one vote for each share of
Company Stock so owned. On December 17, 1999, there were
22,222,113 shares of Company Stock issued and outstanding. Under
the Company's bylaws, the holders of a majority of the issued and
outstanding shares of Company Stock, present in person or
represented by proxy at the Special Meeting, will constitute a
quorum for the transaction of business. Share owners may vote in
favor of all nominees for election as directors, withhold their
votes as to all nominees or withhold their votes as to specific
nominees. With respect to all other proposals, share owners may
vote in favor of or against each proposal or may abstain from
voting. Share owners should specify their choices on the
enclosed form of proxy card.
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Recommendations of the Board of Directors
If no specific instructions are given with respect to the
matters to be acted upon, the shares represented by a properly
signed proxy card will be voted in accordance with the
recommendations of the Board of Directors, which are as follows:
FOR the election of the amendment of the company's
certificate of incorporation authorizing the Board to
issue a blank check sum of shares of preferred stock,
par value $.001 per share, for the Company.
If any other matters properly come before the Special
Meeting, the persons named as proxies will vote upon such matters
according to their judgment as to what is in the best interest of
the Company.
With respect to all other proposals, the affirmative vote of
the holders of a majority of the Company Stock present, or
represented and entitled to vote, at the Special Meeting, will be
required to approve such proposals. Abstentions will
be counted as present and entitled to vote, and will have the
effect of "No" votes. Broker nonvotes will not be included in
vote totals and will have no effect on the outcome of each vote.
All proxies delivered pursuant to this solicitation are
revocable at any time prior to voting at the option of the
persons executing them either by giving written notice to the
Secretary of the Company, by delivering a proxy bearing a later
date, or by voting in person at the Special Meeting. All properly
executed proxies delivered and not revoked will be voted at the
Special Meeting in accordance with the directions given.
All expenses incurred in connection with the solicitation of
proxies will be borne by the Company. Such costs include charges
by brokers, banks, fiduciaries and custodians for forwarding
proxy materials to beneficial owners of Company Stock held in
their names. Solicitation may be undertaken by mail, telephone
and personal contact by directors, officers and employees of the
Company without additional compensation.
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*"Broker nonvotes" are limited proxies submitted by brokers who
do not have the required voting authority from the beneficial
owners.
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<PAGE> 6
PRINCIPAL SHARE OWNERS
Set forth in the table below is information as of December
17, 1999 (except as otherwise noted) with respect to persons
known to the Company to be the beneficial owners of more than
five percent of the Company Stock:
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NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
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Kevin R. Leech.................................. 19,100,000 85.95%
Old Chapel
Facsacre Coeur Rouge Bouillon
St. Helier, Jersey
Channel Islands
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APPROVAL OF THE AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION
(PROPOSAL NO. 1)
The Company on December 2, 1999 agreed to acquire all the
outstanding shares of common stock of CI4Net.com Inc., a
Delaware company operating as an Internet holding
company. Additionally, the Company has effectuated a 15 for 1
reverse split of its outstanding shares of common stock which
has effectively left 555,446 shares of common stock outstanding.
Subsequent to the acquisition, and pursuant to the terms of the
Acquisition Agreement, the Company issued 20,500,000 shares of
common stock to the shareholders of Ci4net.com Inc., as
consideration of their sale of the shares of the shares acquired
by the Company. Control of the Company now vests in the hands
of the shareholders of Ci4net.com Inc.
Ci4net.com is an Internet holding company actively engaged
in European business-to-business, known as B2B, e-commerce,
Business-to-Consumer, known as B2C, e-commerce, and the building
of an e-commerce technological global infrastructure to serve
global e-commerce through a network of affiliate companies. Its
goal is to become the leading global e-commerce company by
establishing an e-commerce presence in major segments of the
global economy. Ci4net believes that its focus on the
e-commerce industry enables it to capitalize rapidly on new
opportunities to attract and develop leading e-commerce
companies. Ci4net's primary focus is on Europe, however it
maintains affiliate operations in Australia and the United
States. Ci4net are developing businesses with first to market
concepts (or first to market geographically). Ci4net will also
take the successful business models that have had accelerated
growth in the United States and apply them to the European
marketplace through strategic relationships and joint ventures,
as well as taking the internal business models that it develops
to other marketplaces.
The Board of Directors of the Company are seeking to raise
funding of $50,000,0000 for the Company through a private
placement of shares of the Company's stock. As part of that
private placement, the Company has proposed issuing preferred
shares towards subscribers to the private placement. The
Company believes that the raising of this funding will be vital
to the Company's development, growth and potential success and
its pursuit of Ci4net's business models. As a result, the
Company is seeking to amend its Certificate of Incorporation to
permit the authorization of a sum of preferred shares to be
issued to the subscribers of the private placement memorandum.
Additionally, in order to minimize future costs for the Company,
and to reduce the need to hold additional shareholder meetings
for further amendment of the certificate of incorporation, it is
proposed that the shareholders vote for a blank check amendment
to the Certificate of Incorporation in order to permit the board
of directors to increase the number of preferred shares
authorized by the company's certificate of incorporation in the
future.
At this time, the Board of Directors intend to amend the
certificate of incorporation for the authorization of Twenty
Million (20,000,000) shares of preferred stock at a par value of
$.001 per share.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION AUTHORIZING A
BLANK CHECK SUM OF PREFERRED SHARES TO BE PRESCRIBED BY THE
BOARD (EFFECTIVE JANUARY 5, 2000).
OTHER MATTERS
Management does not know of any matters other than those
referred to in the accompanying notice of the Special Meeting of
Share Owners that may properly come before the meeting or any
adjournments thereof. As to any other matters that may properly
come before the meeting, it is intended that all properly
executed proxies delivered pursuant to this solicitation will be
voted on any such matters in accordance with the discretion of
the persons named on the enclosed proxy.
LEE COLE
Secretary
New York, New York
December 17, 1999
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