SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ABOVE AVERAGE INVESTMENTS, LTD.
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(Name of Registrant as Specified In Its Charter)
Board of Directors -- Above Average Investments, Ltd.
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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:
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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.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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ABOVE AVERAGE INVESTMENTS, LTD.
Suite 104-1456 St. Paul St., Kelowna,
British Columbia, Canada V1Y 2E6
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Monday, April 24, 2000
This Proxy Statement and the accompanying proxy are furnished to the
shareholders of Above Average Investments,Ltd. (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 Monday, April 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, 1999
and the three month period ended September 30, 1999 and the six month period
ended December 31, 1999, the Notice of Annual Meeting, this Proxy Statement and
the enclosed proxy were initially mailed to the shareholders on or about March
29, 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.
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 March 24, 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 March 24, 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 of the Company, was appointed to
his positions with the Company on April 21, 1997. Upon completing his MBA
in1985, 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 startup's 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 only such time as necessary to the business
of the Company, which time is expected to be nominal.
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 Rule 16a-2(a), the Company's directors, executive officers and
principal shareholders were not required to file an initial Form 3. However,
these persons will have to file a Form 5 with in 45 days of the Company's fiscal
year end, which is June 30, 2000.
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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 March 24, 2000. The only class of equity
securities which has a present right to vote in elections of directors is the
Common Stock.
<TABLE>
<CAPTION>
Director Number of Shares Percent
Name(1) Since Address Beneficially Owned of Class
- ------- ----- ------- ------------------ --------
<S> <C> <C> <C> <C>
Devinder Randhawa 1997 Suite 104-1456 St. Paul St., 152,000 30.4
Kelowna, British
Columbia, Canada V1Y
2E6
Bob Hemmerling 1997 Suite 104-1456 St. Paul St., 152,000 30.4
Kelowna, British
Columbia, Canada V1Y
2E6
All Executive Officers
and Directors 304,000 60.8
</TABLE>
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
September 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. as its
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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
September 30, 2000.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING OF SHAREHOLDERS
The 2001 Annual Meeting of Shareholders has been scheduled to take place on
April 23, 2001. Shareholder proposals for presentation at that meeting must be
received by the Company by no later than January 15, 2001.
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.
By Order of the Board of Directors,
/s/ Bob Hemmerling
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Bob Hemmerling,
Secretary
March 24, 2000
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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, 1999, 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: Bob Hemmerling, Secretary, Above Average
Investments,Ltd., Suite 104-1456 St. Paul St., Kelowna, British Columbia, Canada
V1Y 2E6.
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PROXY
ABOVE AVERAGE INVESTMENTS, LTD.
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: April 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 April 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
ABOVE AVERAGE INVESTMENTS, LTD.
ANNUAL MEETING OF SHAREHOLDERS
April 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
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Devinder Randhawa _______________ ______________
Bob Hemmerling _______________ ______________
Ratification of the appointment of Cordovano & Harvey, P.C. as independent
public accountants.
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
