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 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
5 STARLIVING ONLINE, 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
[ ] 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:
(2) Aggregate number of securities to which transactions 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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14A of the Securities Exchange Act of 1934
5 Starliving Online, Inc.
(Exact name of registrant as specified in its Charter)
Common Stock no par value
(Title of Class
of Securities)
(CUSIP Number of Class of Securities)
3383 12 101
Delaware 0-26875 33-0814123
(State of Incorporation) (Commission file number) (IRS Employer Identification
Number)
Charles Clayton
527 Marquette, Suite 1800,
Minneapolis, Minnesota 55402
(612) 338-3738
(Name, address and telephone number of person authorized
to receive notice and communications of behalf on person filing statement)
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5 STARLIVING ONLINE, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
February 19, 2000
Dear Fellow Shareholder:
The special meeting of shareholders of 5 Starliving Online, Inc. will be
held at the The Great Blue Heron Room, located at 9565 Semiahmoo Parkway,
Blaine, Washington, on the 29th day of February, 2000, at 12:00 noon. to
consider and act upon the following matters:
Reverse split the common shares at 1 share for each 3 shares held.
The foregoing matters are more fully described in the accompanying proxy
statement which is hereby made a part of this notice.
All shareholders of record at the close of business on February 15, 2000,
will be entitled to vote at the meeting.
BY THE BOARD OF DIRECTORS,
The execution of the enclosed proxy and its return as promptly as possible will
be greatly appreciated. A reply envelope is enclosed for your convenience.
<PAGE>
5 STARLIVING ONLINE, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
February 29, 2000
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This proxy statement is furnished to holders of the common stock 5
Starliving Online, Inc., (the "Company") in connection with the solicitation by
the Board of Directors of proxies for use at the special meeting of shareholders
to be held on the 29th day of February, 2000, and at all adjournments thereof,
for the purpose of voting on a reverse split of stock.
Holders of outstanding stock of record at the close of business February
15, 2000, are entitled to vote at the meeting and to cast one vote for each
share held. The outstanding voting securities of the company, as of February 1,
2000, consists of 8,000,000 shares.
This Proxy Statement and form of proxy are being mailed to the
shareholders of 5 Starliving Online, Inc. on or about February 19, 2000.
THE COMPANY
The Company was formed in Delaware on June 8, 1998. The Company has raised
funds through a limited sale of its stock and has filed a Registration Statement
with the Securities and Exchange Commission. The Company has since devoted its
efforts to completing its web site.
PRINCIPAL SHAREHOLDERS OF 5 STARLIVING ONLINE, INC.
The company knows of no person who was the beneficial owner of more than
5% of the company's voting securities, and all of these securities were held for
more than the past two years, except as follows:
Name of Beneficial Owner Number of Shares % of Ownership
- ------------------------ ---------------- --------------
Paul Hayward 1,000,000 13%
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Amber Associates, Inc. 230,000 3%
Upshaw Investment, Inc. 375,000 5%
Chantal Gibson 380,000 5%
Eileen Hayward 390,000 5%
Robin Lee 355,000 4%
Dilshand Maherali 375,000 5%
Mola Investments Ltd 390,000 5%
Dr S A Redwood 350,000 4%
Quadra Investments, Ltd. 385,000 5%
Nazir Maherali 3,750,000 47%
Directors and Officers 1,000,000 13%
as a group
OFFICERS AND DIRECTORS OF 5 STARLIVING ONLINE, INC.
The officers and directors of 5 Starliving Online, Inc. held since
inception. There was no audit, compensation, nominating or any other committee
of the Board of Directors. The officers and directors of the company are as
follows:
Name Position
- ---- --------
Paul Hayward President, Secretary, Director
Kali Palmer Director
Paul Hayward, Mr. Hayward is the President, Secretary and a Director of
the Company. From 1994 to 1997 he was investor relations counsel to Datotech
Systems, Inc. and from 1997 to 1998 he was investor relations counsel to Europa
Resources, Inc. Since 1998 he has been involved with this Company on a full time
basis.
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Kali Palmer, Ms Palmer is a Director. She worked for Facilicom Educational
Products in Austin, Texas from 1993 to 1998 in marketing. From 1998 to the
present she has been a director of the company and in the real estate business
in Seattle, Washington.
EXECUTIVE COMPENSATION OF 5 STARLIVING ONLINE, INC.
There were no officers or directors that received any compensation during
the last year
VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL
The Board of Directors has fixed the close of business on February 15,
2000 as the record date. Only holders of record of shares on the record date are
entitled to notice of and to vote at the meeting. There are 8,000,000 shares
outstanding and entitled to vote.
Each holder is entitled to cast one vote per share. The presence, in
person or by proxy of the holders of a majority of the outstanding shares is
necessary to constitute a quorum. The affirmative vote, in person or by proxy,
of the holders of a majority of the shares is required to conduct the business
of the special meeting of shareholders.
REVERSE STOCK SPLIT
There are now 8,000,000 shares of common stock outstanding. The Board of
Directors decided that it was in the best interests of the Company to reverse
split the shares so that there will be 1 share for each 3 shares. This means
that there will be 2,666,666 shares outstanding of the Company. There will be no
fractional shares, so that any shareholder that would own a fractional share
after the reverse split will be rounded up to an even share. This will not
change the percentage ownership of any shareholder.
DISSENTERS RIGHTS
All holders of outstanding shares of common stock of the company have the
right under Delaware Statutes to dissent from the reverse split and to obtain
the fair value of their shares. Any shareholder seeking to exercise his rights
must follow the procedure specified in the Delaware Statutes.
A shareholder may assert dissenters' rights only as to all of the shares
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registered in his or her name unless the shareholder dissents with respect to
all of the shares which are beneficially owned by another person but registered
in the name of the shareholder and discloses the name and address of each
beneficial owner on whose behalf the shareholder dissents. In that event, the
rights of the dissenter shall be determined as if the shares as to which the
shareholder has dissented and the other shares were registered in the names of
different shareholders. Shareholders who have the right to exercise dissenters'
rights and obtain payment for their shares do not have a right at law or in
equity to have the proposed action at the special meting set aside or rescinded,
except when the action is fraudulent with regard to the shareholder or the
corporation.
A shareholder that desires to dissent must give written notice to 5
Starliving Online, Inc., 10612 Aqua Way South, Seattle, Washington 98168.
The Board of Directors of 5 Starliving Online, Inc. recommends a vote for
the proposals in this Proxy Statement.
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<PAGE>
ITEM 1. DATE, TIME AND PLACE INFORMATION
The special meeting of shareholders of 5 Starliving Online, Inc. will be
held at The Great Blue Heron Room, 9565 Semiahmoo Parkway, Blaine, Washington,
on the 29th day of February, 2000, at 12:00 noon.
This Proxy Statement and form of proxy will be mailed to the shareholders
of 5 Starliving Online, Inc. on February 19, 2000.
ITEM 2. REVOCABILITY OF PROXY
The proxy is not revokable.
ITEM 3. DISSENTER'S RIGHT OF APPRAISAL
All holders of outstanding shares of common stock of the company have the
right under Delaware Statutes to dissent from the reverse split and to obtain
the fair value of their shares. Any shareholder seeking to exercise his rights
must follow the procedure specified in the Delaware Statutes.
A shareholder may assert dissenters' rights only as to all of the shares
registered in his or her name unless the shareholder dissents with respect to
all of the shares which are beneficially owned by another person but registered
in the name of the shareholder and discloses the name and address of each
beneficial owner on whose behalf the shareholder dissents. In that event, the
rights of the dissenter shall be determined as if the shares as to which the
shareholder has dissented and the other shares were registered in the names of
different shareholders. Shareholders who have the right to exercise dissenters'
rights and obtain payment for their shares do not have a right at law or in
equity to have the proposed action at the special meting set aside or rescinded,
except when the action is fraudulent with regard to the shareholder or the
corporation.
A shareholder that desires to dissent must give written notice to 5
Starliving Online, Inc., 10612 Aqua Way South, Seattle, Washington 98168.
ITEM 4. PERSONS MAKING THE SOLICITATION
The solicitation is made by the registrant. There is no director that
intends to oppose any action.
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ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
There are presently 8,000,000 shares of the company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who, as of the date of this Offering Circular, owns of record, or
is known by the company to own beneficially, more than five per cent of the
company's common stock, and the officers and directors of the company.
Shares of Percent of
Name Common Stock ownership
- --------------------------------------------------------------------------------
Paul Hayward 1,000,000 13%
Amber Associates, Inc. 230,000 3%
Upshaw Investment, Inc. 375,000 5%
Chantal Gibson 380,000 5%
Eileen Hayward 390,000 5%
Robin Lee 355,000 4%
Dilshand Maherali 375,000 5%
Mola Investments Ltd 390,000 5%
Dr S A Redwood 350,000 4%
Quadra Investments, Ltd. 385,000 5%
Nazir Maherali 3,750,000 47%
Directors and Officers 1,000,000 13%
as a group
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ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of the company are:
Name Position
- ---- --------
Paul Hayward President, Secretary, Director
Kali Palmer Director
Paul Hayward, Mr. Hayward is the President, Secretary and a Director of
the Company. From 1994 to 1997 he was investor relations counsel to Datotech
Systems, Inc. and from 1997 to 1998 he was investor relations counsel to Europa
Resources, Inc. Since 1998 he has been involved with this Company on a full time
basis.
Kali Palmer, Ms Palmer is a Director. She worked for Facilicom Educational
Products in Austin, Texas from 1993 to 1998 in marketing. From 1998 to the
present she has been a director of the company and in the real estate business
in Seattle, Washington.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
NAME CAPACITY CASH COMPENSATION
- ---- -------- -----------------
None
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant is Willams & Webster, P.S.
The principal accountant for the current year is not expected to be
present at the special meeting of shareholders, they are not expected to make a
statement and are not expected to be available to answer appropriate questions.
ITEM 10. COMPENSATION PLANS
The registrant has no compensation plans, and no action with respect to
any such plan will be taken at the shareholders meeting.
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ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
Not applicable
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
There are now 8,000,000 shares of common stock outstanding. The Board of
Directors decided that it was in the best interests of the Company to reverse
split the shares so that there will be 1 share for each 3 shares. This means
that there will be 2,666,666 shares outstanding of the Company. There will be no
fractional shares, so that any shareholder that would own a fractional share
after the reverse split will be rounded up to an even share. This will not
change the percentage ownership of any shareholder.
ITEM 13. FINANCIAL AND OTHER INFORMATION
None
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS, AND SIMILAR MATTERS
None
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
Not Applicable
ITEM 16. RESTATEMENT OF ACCOUNTS
Not Applicable
ITEM 17. ACTION WITH RESPECT TO REPORTS
Not Applicable
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
Not Applicable
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ITEM 19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
None
ITEM 20. OTHER PROPOSED ACTION
Not Applicable
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed the close of business on February 15,
2000 as the record date. Only holders of record of shares on the record date are
entitled to notice of and to vote at the meeting. There are 8,000,000 shares
outstanding and entitled to vote held by approximately 37 shareholders.
Each holder is entitled to cast one vote per share. The presence, in
person or by proxy of the holders of a majority of the outstanding shares is
necessary to constitute a quorum. The affirmative vote, in person or by proxy,
of the holders of a majority of the shares is required to ratify the merger.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed by the President on February 9,
2000.
5 Starliving Online, Inc.
/S/ Paul Hayward
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<PAGE>
5 STARLIVING ONLINE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Special Meeting of Shareholders
February 29, 2000
The undersigned, having received the Notice of Special Meeting of
Shareholders and Proxy Statement of 5 Starliving Online, Inc., dated February
19, 2000, hereby constitute and appoint Paul Hayward with full power of
substitution, as attorney and proxy of the undersigned, to attend the special
meeting of shareholders of 5 Starliving Online, Inc. on the 29th day of
February, 2000, at 12:00 noon, or at any adjournment or adjournments thereof,
and to vote, as designated below, all of the common shares of the undersigned in
5 Starliving Online, Inc. which the undersigned would be entitled to vote if
personally present, as follows:
Reverse split the common shares at 1 share for each 3 shares held
______YES ______NO
This proxy will be voted as directed, or if no such direction is indicated
and the signed proxy is returned to 5 Starliving Online, Inc. it will be voted
in favor thereof.
Dated: ___________________, 2000.
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(Printed Shareholders Name)
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(Shareholders Signature)
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(Print Joint Shareholders Name,
if any)
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(Joint Shareholders Signature)
IMPORTANT: PLEASE DATE AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THE
STOCK CERTIFICATE. WHEN SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
GIVE FULL TITLE AS SUCH; IF SHARES ARE HELD BY JOINT TENANTS, EACH JOINT TENANT
IS ASKED TO SIGN.
