SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by 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 toss.240.14a-12
CONSUMER MARKETING CORPORATION
(Name of Registrant as Specified In Its Charter)
Board of Directors - Consumer Marketing Corporation
(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee Paid:
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[ ] 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.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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CONSUMER MARKETING CORP.
Suite 104-1456 St. Paul St., Kelowna,
British Columbia, Canada V1Y 2E6
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on November 24, 2000
This Proxy Statement and the accompanying proxy are furnished to the
shareholders of Consumer Marketing Corp. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use at the 2000 Annual
Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting will be held
on Friday November 24, 2000, beginning at 9:00am at the Company's headquarters,
located at Suite 104-1456 St. Paul St., Kelowna, British Columbia, Canada V1Y
2E6, and at any postponements or adjournments of the Annual Meeting. The Annual
and Interim Report of the Company for the year ended June 30, 2000, the Notice
of Annual Meeting, this Proxy Statement and the enclosed proxy were initially
mailed to the shareholders on or about November 11, 2000. The enclosed proxy is
being solicited by the Board of Directors of the Company.
The Company is paying all costs of preparing, assembling and mailing this
Proxy Statement. The Company has made arrangements to forward copies of proxy
materials to brokerage houses, custodians, nominees and fiduciaries for
forwarding of proxy soliciting material to the beneficial owners of the Common
Stock of the Company at the Company's expense. In addition to the solicitation
of proxies by mail, some of the officers, directors and regular employees of the
Company may without additional compensation solicit proxies by telephone or
personal interview. The Company will bear the costs of these solicitations.
Voting and Revocability of Proxies
Shareholders are encouraged to complete the enclosed proxy and return it to
the Company as soon as possible. Any person who completes the enclosed proxy may
revoke it at any time prior to its exercise by delivering to the Secretary of
the Company either a signed statement revoking the proxy or a properly executed
proxy bearing a later date. A shareholder may also revoke a proxy by attending
the Annual Meeting and voting his or her shares personally. Proxies that have
been properly dated, signed and returned will be voted in accordance with the
instructions given by the shareholder. If a proxy is signed and returned but no
voting instructions are given, each valid proxy will be voted in the election of
directors FOR those nominees presented by the Board of Directors and FOR
approval of Cordovano & Harvey, P.C. as the independent auditors of the Company
and FOR approval of Foley & Lardner as the Company's outside counsel. Should any
other business properly come before the Annual Meeting, the person or persons
named as the proxy shall be allowed to vote on such matter as that person or
those persons determine in his, her or their sole discretion.
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Abstentions will be counted as shares present or represented and entitled
to vote for the purposes of determining whether a quorum exists at the Annual
Meeting. Broker non-votes are deemed to be not present for the purposes of
determining whether a quorum exists.
Shareholders of record as of the close of business on August 25, 2000 are
entitled to notice of the Annual Meeting and to vote in person or by proxy. The
Common Stock of the Company (the "Common Stock") is the only class of
outstanding securities entitled to vote at the Annual Meeting. As of the close
of business on August 25, 2000, there were 500,000 shares of Common Stock
outstanding and entitled to vote. The presence of a majority of the outstanding
shares of Common Stock, either in person or by proxy, will constitute a quorum
at the Annual Meeting.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall consist of
between one and five members, with the exact number of directors between one and
five to be determined by the Board of Directors. The Board of Directors has set
the number of directors at two, and there are currently two members of the Board
of Directors.
Persons may be nominated for election to the Board of Directors by the
shareholders upon the making of a proper motion at the Annual Meeting.
Two directors are to be elected at the Annual Meeting to serve until the
following annual meeting of shareholders. The Board of Directors will present at
the Annual Meeting for election and recommends a vote FOR the following
nominees: Devinder Randhawa and Bob Hemmerling. Each nominee was recommended
unanimously by the Board of Directors for presentation to the shareholders for
election at the Annual Meeting. Each nominee is currently a member of the Board
of Directors.
Persons receiving a plurality of the votes cast at the Annual Meeting will
be elected to the Board of Directors. A "plurality" means that the individuals
who receive the largest number of votes cast are elected as directors up to the
maximum number of directors to be chosen. Votes against any candidate and any
shares not voted (such as by abstention or broker non-votes) will have no impact
on the election of directors. All proxies will be voted FOR the election of each
of these nominees unless authority to vote for the election of any nominee or
nominees is withheld by the shareholder giving the proxy. If any nominee should
unexpectedly decline or be unable to act as a director, the proxies may be voted
for a substitute nominee to be designated by the Board of Directors. The Board
of Directors does not believe that any nominee will decline to serve.
Shareholders are entitled to one vote for each share held.
Background information with respect to the two nominees for election to the
Board of Directors is set forth below.
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NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Devinder Randhawa, President and chairman, was appointed to his positions
on January 30, 1997. Upon completing his MBA in 1985, Mr. Randhawa has been in
the venture capital/corporate finance (sub-investment banking). Mr. Randhawa was
either a registered representative or an analyst for 8 years before founding RD
Capital Inc. RD Capital, Inc. is a privately held consulting firm assisting
emerging companies in the resource and non-resource sectors. Mr. Randhawa was
the founder of startups such as First Smart Sensor and Strathmore Resources Ltd.
Mr. Randhawa received a Bachelors Degree in Business Administration with Honors
from Trinity Western College of Langley, British Columbia in 1983 and received
his MBA from the University of British Columbia in 1985. He devotes a nominal
part of his time to our business.
Robert Hemmerling, Secretary, Treasurer and a director, was appointed to
his positions with the Company on April 21, 1997. In addition to his positions
with the Company, since September 1996, Mr. Hemmerling has been employed with
Strathmore Resources, Ltd., Kelowna, British Columbia in the investor relations
department. Strathmore Resources is engaged in the business of acquiring and
developing uranium properties. Prior, from January 1996 through August 1996, Mr.
Hemmerling was unemployed. From January 1992 through December 1995, Mr.
Hemmerling was an electrician with Concord Electric, Kelowna, British Columbia.
He devotes only such time as necessary to the business of the Company, which
time is expected to be nominal.
Directors are elected at annual meetings of the shareholders to terms which
extend until the following annual meeting. Officers are appointed by, and serve
at the discretion of, the Board of Directors.
The Board of Directors met once in 2000 as of the date of this Proxy
Statement. Each director has attended all of the meetings of the Board of
Directors during such period as that director has been a member of the Board of
Directors.
No members of the Board of Directors are currently compensated for
attending meetings of the Board of Directors.
There are no agreements between the Company and any of its officers or
directors which concern changes of control of the Company.
Reports under Section 16(a) of the Exchange Act
Pursuant to Rules 16a-2(a) and 16b-3(a), the Company's directors, executive
officers and principal shareholders were not required to file an initial Form 3,
and are not required to file a Form 5.
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SECURITIES OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the number
of shares of the voting securities which each director, each nominee for
election to the Board of Directors the percentage of shares which the executive
officers and directors owned as a group as of August 25, 2000. The only class of
equity securities which has a present right to vote in elections of directors is
the Common Stock.
Number of
Shares
Director Beneficially Percent of
Name(1) Since Address Owned Class
------- -------- ------- ------------ ----------
Devinder Randhawa 1997 Suite 104-1456 348,000 69.6
St. Paul St.,
Kelowna,
British Columbia,
Canada V1Y 2E6
Bob Hemmerling 1997 Suite 104-1456 152,000 30.4
St. Paul St.,
Kelowna,
British Columbia,
Canada V1Y 2E6
All Executive 500,000 100
Officers and
Directors
EXECUTIVE COMPENSATION
Compensation of Executive Officers
None of our officers and/or directors receive any compensation for their
respective services rendered unto the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until the
we have generated revenues from operations after consummation of a merger or
acquisition. As of the date of this registration statement, the Company has no
funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.
PROPOSAL NUMBER 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has selected Cordovano & Harvey, P.C. ("Cordovano &
Harvey") as the independent auditors for the Company for the fiscal year ending
June 30, 2000.
On January 19, 2000, the Company was informed by J.D. Kish, CPA, the
engagement partner responsible for the Company's audit, that Kish, Leake &
Associates, P.C. ("Kish, Leake") was resigning. On January 21, 2000, the Company
retained the firm of Cordovano & Harvey, P.C.
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as its new auditors. The Board of Directors made this determination after
receiving a recommendation from Kish, Leake.
The report of Kish, Leake & Associates, P.C. on the financial statements of
the Company did not contain an adverse opinion or a disclaimer of opinion, and
was not qualified or modified as to uncertainty, audit scope or accounting
principles. The Company has had no disagreements with its former principal
accountants on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which disagreements, if not
resolved to the satisfaction of the former principal accountants, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report relating to its audit for the Company.
It is not anticipated that representatives of Cordovano & Harvey or Kish,
Leake will be present at the Annual Meeting. If representatives are present,
they will be provided an opportunity to make a statement should they wish to do
so and to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" approval of Cordovano &
Harvey as the Company's independent auditors for the fiscal year ending June 30,
2000.
PROPOSAL NUMBER 3
APPROVAL OF OUTSIDE COUNseL
The Board of Directors has selected Foley & Lardner as the outside counsel.
On July 15, 2000, the Company was informed by Antoine M. Devine, Esq., the
engagement partner responsible for the Company's legal representation, that
Evers & Hendrickson, LLP was dissolving, and that the Corporate/Securities
Department was moving to Foley & Lardner. On August 1, 2000, the Company
retained the firm of Foley & Lardner as its new outside counsel.
It is not anticipated that representatives of Foley & Lardner or Evers &
Hendrickson, LLP will be present at the Annual Meeting. If representatives are
present, they will be provided an opportunity to make a statement should they
wish to do so and to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" approval of Foley & Lardner
as the Company's outside counsel.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING OF SHAREHOLDERS
The 2001 Annual Meeting of Shareholders has been scheduled to take place on
August 25, 2001. Shareholder proposals for presentation at that meeting must be
received by the Company by no later than May 15, 2001.
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OTHER BUSINESS
It is not intended that any business other than that set forth in the
Notice of Annual Meeting and more specifically described in this Proxy Statement
will be brought before the Annual Meeting. If any other business should properly
come before the Annual Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote in accordance with their best judgment on that
business or any matters dealing with the conduct of the Annual Meeting pursuant
to the discretionary authority granted in the proxy.
November 10, 2000 By Order of the Board of Directors,
/s/ Devinder Randhawa
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Devinder Randhawa,
President
Upon written request of any person whose proxy is being solicited hereby, the
Company will provide without charge a copy of the Company's Annual Report on
Form 10-KSB for the year ended June 30, 2000, which was filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
including the financial statements and schedules thereto, but without exhibits.
All such requests may be directed to: Devinder Randhawa, President, Express
Investments Associates, Inc., Suite 104-1456 St. Paul St., Kelowna, British
Columbia, Canada V1Y 2E6.
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PROXY
CONSUMER MARKETING CORP.
The undersigned, owner of shares of corporate stock the number and description
of which are set forth below, appoints Devinder Randhawa and Bob Hemmerling, and
each of them, with full power of substitution and revocation, to act as the
undersigned's proxy holder at the meeting specified, and any adjournment of that
meeting.
Type of meeting: Annual
Date of meeting: November 24, 2000
Place of meeting: Suite 104-1456 St. Paul St., Kelowna, British Columbia,
Canada V1Y 2E6
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED IN THE ATTACHED PROXY STATEMENT AND IN THE DISCRETION OF THE PROXIES
UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The proxy holder shall be entitled to cast the number of votes the undersigned
would be entitled to cast if personally present, for or against any proposal,
including the election of members of the board of directors, and any and all
other business that may come before the meeting.
The undersigned hereby acknowledges receipt of the accompanying Notice of
Meeting and Proxy Statement for the Meeting to be held on November 24, 2000.
Dated: _________________, 2000
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Signature
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Print name of Shareholder
Number and class of shares held: _______________
INSTRUCTIONS TO SHAREHOLDER: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR
STOCK CERTIFICATE. JOINT SHAREHOLDERS SHOULD EACH SIGN PERSONALLY. IF SIGNED BY
AN ATTORNEY-IN-FACT, ATTACH THE POWER OF ATTORNEY. RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
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BALLOT
CONSUMER MARKETING CORP.
ANNUAL MEETING OF SHAREHOLDERS
November 24, 2000
A. Name of Shareholder(s): (Please print name(s) exactly as they appear on
your certificate)
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Printed name(s)
B. If voting party is other than the owner of the shares, state capacity in
which voting party is acting (e.g., proxy holder, trustee):
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C. Number of shares being voted: _______________________
UNLESS OTHERWISE DESIGNATED, THIS BALLOT SHALL BE CONSIDERED TO BE A VOTE OF ALL
OF THE SHARES THAT THE UNDERSIGNED IS ENTITLED TO VOTE. A VOTE TO ABSTAIN SHALL
BE CONSIDERED A VOTE AGAINST.
WRITTEN BALLOT
Election of directors for the coming year: (Vote only for 2)
Nominee For Withhold
Devinder Randhawa _______________ ______________
Bob Hemmerling _______________ ______________
Ratification of the appointment of Cordovano & Harvey, P.C. as independent
public accountants.
For Against Abstain
_______________ _______________ _______________
Ratification of the appointment of Foley & Lardner as the Company's outside
counsel.
For Against Abstain
_______________ _______________ _______________
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ALL BALLOTS MUST BE SIGNED
For Shareholders Voting in Person:
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Signature(s)
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Print name(s) exactly as on certificate
For Shares Being Voted by Proxy (attach proxy):
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Printed name of proxy holder
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Printed name(s) of holder(s) of record
By:
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Signature of proxy holder
