SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] 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 Annual Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
INVESTMENT ASSOCIATES, INC.
---------------------------
(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 fee required
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applied:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-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 by written 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>
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF INVESTMENT ASSOCIATES INC.
To the Shareholders of INVESTMENT ASSOCIATES INC.:
The Annual Meeting of Shareholders will be held at the offices of R.D.
Capital, Inc., located at Suite 104 - 1456 St. Paul Street, Kelowna, British
Columbia, Canada V1Y 2E6, on September 18, 2000, at 9:00 AM for the purposes of:
1. To elect a Board of Directors for the ensuing year.
2. To ratify the appointment of Cordovano & Harvey, P.C. as the
Company's independent auditor for the fiscal year ending
September 30, 2000.
August 31, 2000 has been fixed as the record date of the shareholders
entitled to vote at the meeting and only holders of shares of common stock of
record at the close of business on that day will be entitled to vote. The stock
transfer books will not be closed.
All shareholders are cordially invited to attend the meeting. To insure
your representation at the meeting, please complete and promptly mail your
proxy, which is solicited by the Board of Directors, in the return envelope
provided. This will not prevent you from voting in person, should you so desire,
but will help to secure a quorum and avoid added solicitation costs.
By Order of the Board of Directors
s/Robert Hemmerling
-------------------------------------
Robert Hemmerling, Secretary
Dated: September 8, 2000.
---------------------------------
YOUR VOTE IS IMPORTANT
----------------------
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
---------------------------------
<PAGE>
PROXY STATEMENT
OF
INVESTMENT ASSOCIATES INC.
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of INVESTMENT ASSOCIATES INC. (the
"Corporation") for use at the annual meeting of shareholders to be held at 9:00
AM, September 18, 2000, at the offices of R.D. Capital, Inc., located at Suite
104 - 1456 St. Paul Street, Kelowna, British Columbia, Canada V1Y 2E6, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
The statement and the proxy were first mailed to shareholders on or about
September 8, 2000.
Voting Rights and Vote Required
Shareholders at the close of business on August 31, 2000, the record date,
are entitled to vote at the meeting. On that date, 1,000,000 shares of stock
were outstanding. The determination of shareholders entitled to vote at the
meeting and the number of votes to which they are entitled was made on the basis
of the Corporation's records as of the record date. The presence in person or by
proxy of the holders of a majority of the Corporation's outstanding shares
constitutes a quorum for the transaction of business at the meeting.
Each share is entitled to one vote. Cumulative voting is not permitted. In
the election of directors, the two (2) nominees receiving the highest number of
votes will be elected.
Voting of Proxies
The shares represented by all properly executed proxies received in time
for the meeting will be voted in accordance with the shareholders' choices
specified therein; except that where no choices have been specified, the shares
will be voted: (a) "FOR" the election of the nominees to serve as directors of
and for the Corporation; and (b) "FOR" the appointment of auditor for the
Corporation.
The Board of Directors of the Corporation knows of no matters to be brought
before the meeting other than those indicated in this Proxy Statement. If,
however, any other matters of which the Board of Directors is not now aware are
properly presented for action, it is the intention of the proxy holders named in
the enclosed form of proxy to vote such proxy on such matters in accordance with
their best business judgment.
Revocability of Proxy
The delivery of an executed proxy does not preclude the shareholder
delivering the proxy from voting in person or changing the proxy should the
shareholder so desire. The proxy may be revoked by a written directive to the
Corporation or by another proxy subsequently executed and presented at the
meeting at any time prior to the actual voting or by attendance and voting at
the meeting.
<PAGE>
Principal Shareholders
Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting or investment power over such security. The following are the holders
which are known by the Company to own beneficially more than 5% of any class of
its voting shares as of August 31, 2000, the record date:
--------------------------------------------------------------------------------
Title of Class Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
--------------------------------------------------------------------------------
Common David Ward 304,000 30.4%
4531 Granville Avenue
Richmond, British Columbia
Canada V7C 1E3
Common Robert Hemmerling 304,000 30.4%
1908 Horizon Drive
Kelowna, British Columbia
Canada V1Z 3L3
Common All Officers and
Directors as a Group 608,000 60.8%
(2 Persons)
--------------------------------------------------------------------------------
The shareholders listed above represent all of the Company's officers and
directors. Each such shareholder has indicated that he intends to vote in favor
of all of the Proposals submitted herein. Therefore, approval of the two
Proposals included herein is assured.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The number of directors to be elected at the meeting to hold office for the
ensuing year and until their successors are elected and qualified is two (2). It
is the intention of the proxy holders named in the enclosed form of proxy to
vote such proxies (except those containing contrary instructions) for the two
(2) nominees named below, all two (2) of whom are presently directors.
The Board of Directors does not anticipate that any of the nominees will be
unable to serve as a director, but if that should occur before the meeting, the
proxy holders reserve the right to substitute as nominee and vote for another
person of their choice in the place and stead of any nominee unable so to serve.
The proxy holders reserve the right to cumulate votes for the election of
directors and cast all of such votes for any one or more of the nominees, to the
exclusion of the others, and in such order of preference as the proxy holders
may determine in their discretion.
Nominees. The nominees for election to the office of director are set forth
below:
Mr. David Ward, nominee for Chairman of the Board: David Ward, President
and a director of the Company, was appointed to his positions with the Company
in July 1997. In addition to his positions with the Company, since July 1992,
Mr. Ward has been self-employed as a business consultant, providing management
consulting services for various private companies in the construction and
service industries. Mr. Ward received a Bachelors Degree in
<PAGE>
Commerce from the University of British Columbia in 1984 and a Professional
Teaching Certificate from the University of British Columbia in 1987.
Mr. Robert Hemmerling, nominee for Director: Robert Hemmerling, Secretary,
Treasurer and a director of the Company, was appointed to his positions with the
Company in July 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.
PROPOSAL NO. 2: APPOINTMENT OF AUDITOR
Management of the Company has selected Cordovano & Harvey, P.C., 201 Steele
Street, Suite 300, Denver, Colorado, 80206, United States, to act as the
Company's independent auditor for the fiscal year ended September 30, 2000,
subject to ratification by shareholders holding a majority of the issued and
outstanding shares of the Company. The person(s) named in the enclosed Proxy
will vote for the appointment of Cordovano & Harvey, P.C. as Auditor of the
Corporation to audit the Company's Financial Statements for the fiscal year
ending September 30, 2000.
ANNUAL REPORT (FORM 10-KSB)
The Company undertakes on written request to provide, without charge, each
person from whom the accompanying Proxy is solicited with a copy of the
Company's Annual Report on Form 10-KSB for the year ended September 30, 2000, to
be filed with the Securities and Exchange Commission prior to December 29, 2000.
Any Exhibits will also be available for a small charge. Requests should be
addressed to Investment Associates, Inc., Suite 104-1456, St. Paul St., Kelowna,
British Columbia, Canada V1Y 2E6.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the year ended September
30, 2000, are Cordovano & Harvey, P.C., subject to the approval of Proposal No.
2, above. Representatives of Cordovano & Harvey P.C. are not expected to be
present at the meeting. The Board of Directors reviewed the fiscal 2000 audit
plan and approved the performance of non-audit services by Cordovano & Harvey
P.C. and have concluded that the performance of such non-audit services would
not impair the independence of the firm.
INCORPORATION OF OTHER MATERIALS
The Company's Form 10-QSB for the quarters ended December 31, 1999, March
31, 2000 and June 30, 2000, are incorporated herein by reference, a copy of
which may be obtained, upon written request, addressed to Investment Associates,
Inc., Suite 104-1456, St. Paul St., Kelowna, British Columbia, Canada V1Y 2E6.
It should also be noted that all documents subsequently filed by the
Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act, prior to
September 18, 2000, the date of the Shareholders Meeting, shall be deemed to be
incorporated by reference into this proxy statement.
<PAGE>
OTHER MATTERS
The Company knows of no other business to be presented at the meeting.
However, if any other business is brought before the meeting, the proxies
solicited hereby will be voted in the discretion of management.
Any shareholder proposal intended to be presented at the Special Meeting of
Shareholders should be sent to the Company, Attention: Corporate Secretary, and
must be received not later than September 15, 2000.
The cost of soliciting proxies will be borne by the Company. The Company
has not retained any third party to assist in the solicitation of proxies and
the Company does not expect to pay any compensation for the solicitation of
proxies; however, brokers and other custodians, nominees, or fiduciaries will be
reimbursed for their expenses in forwarding proxy material to principals and
obtaining their proxies.
On August 31, 2000, the record date fixed for determination of voting
rights, the Company had outstanding 1,000,000 shares of Common Stock, each share
having one vote.
Cumulative voting of the Company's Common Stock is prohibited pursuant to
the Company's Bylaws.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
It is important, to secure a quorum, that your stock be represented at this
Meeting regardless of the number of shares held by you. Even if you do not
expect to be present, please sign, date and return the enclosed proxy promptly.
By Order of the Board of Directors
s/Robert Hemmerling
Robert Hemmerling, Secretary
Dated: September 8, 2000
<PAGE>
PROXY
INVESTMENT ASSOCIATES INC.
The undersigned, owner of shares of corporate stock the number and
description of which are set forth below, appoints David Ward 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: September 18, 2000
Place of meeting: Suite 104 - 1456 St. Paul Street, Kelowna,
British Columbia, Canada V1Y 2E6
PROPOSALS: (FOR FULL DETAIL OF EACH ITEM, PLEASE SEE THE ENCLOSED PROXY
STATEMENT)
Proposal No. 1. Election of Directors: Election of the following nominees as
Directors of the Company:
FOR AGAINST ABSTAIN
David Ward [ ] [ ] [ ]
Robert Hemmerling [ ] [ ] [ ]
Proposal No. 2. Ratification of Appointment of Independent Auditor. The
Company has selected the firm of Cordovano & Harvey, P.C. to act as its
independent auditor for the fiscal year ending September 30, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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 September 18, 2000.
Dated: _________________, 2000
______________________________________
Signature
______________________________________
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.
