<PAGE>
ALEXANDER MARK INVESTMENTS (USA), INC.
PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF
ALEXANDER MARK INVESTMENTS (USA), INC.
SPECIAL MEETING TO BE HELD ON MAY 18, 1998 AT 10:00 A.M.
The undersigned shareholder of Alexander Mark Investments
(USA), Inc. (the "Company") hereby appoints Daniel Wettreich,
or failing him, Jeanette P. Fitzgerald as Attorneys and
Proxies to vote all the shares of the undersigned at said
Special Meeting of Stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorney
and Proxies may do or cause to be done by virtue thereof.
The above-named Attorneys and Proxies are instructed to vote
all the undersigned's shares as follows:
1. RATIFY THE SELECTION OF AUDITORS FOR APRIL 30, 1997:
To ratify the appointment of Larry O'Donnell, CPA, as
auditors for the fiscal year ended March 31, 1998.
AGAINST o FOR o ABSTAIN o
2. APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION
CHANGING THE NAME OF THE COMPANY:
To approve the change in the name of the Company to
Wincroft, Inc.
AGAINST o FOR o ABSTAIN o
3. APPROVAL OF A 100 FOR 1 COMMON SHARES FORWARD SPLIT:
To increase the number of shares outstanding without
affecting the authorized number of common shares.
AGAINST o FOR o ABSTAIN o
4. APPROVAL OF THE AMENDMENT TO THE ARTICLES OF THE COMPANY TO
CREATE PREFERRED SHARES.
To approve the creation of preferred shares to give the
Company flexibility in raising capital and otherwise acquiring
assets.
AGAINST o FOR o ABSTAIN o
5. APPROVAL OF THE TRANSFER OF CONTROL OF THE COMPANY FROM FORSAM
VENTURE FUNDING, INC. A PRIVATE COMPANY TO JASON CONWAY.
AGAINST o FOR o ABSTAIN o
6. APPROVAL OF THE ISSUANCE OF COMMON AND PREFERRED STOCK ALONG
WITH A PROMISSORY NOTE TO ACQUIRE THE VIDEOTALK [TM] PRODUCT.
AGAINST o FOR o ABSTAIN o
7. RATIFY ALL PREVIOUS CORPORATE ACTIONS OF THE OFFICERS AND
DIRECTORS OF THE COMPANY.
AGAINST o FOR o ABSTAIN o
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1, 2,3, 4, 5, 6, AND 7.
Dated this _______ day of ______________, 1998
______________________________________________
Signature of Shareholder
______________________________________________
Signature of Shareholder
______________________________________________
Please Print Name
______________________________________________
Please Print Name
Please date and sign exactly as your name or names appear
on your stock certificate. Joint owners should each sign
personally. If signing in any fiduciary or representative
capacity, give full title as such and provide authorization.
For shares held by a corporation, please affix its corporate
seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
ALEXANDER MARK INVESTMENTS (USA), INC.
2415 Midway
Suite 115
Carrollton, Texas 75006
NOTICE OF MEETING OF SHAREHOLDERS
To be Held On May 18, 1998
Notice is hereby given that the Special Meeting of
Shareholders of Alexander Mark Investments (USA), Inc. (the
"Company") will be held at the offices of the Company on
the 18th of May at 10:00 a.m., local time, for the following
purposes:
(1) To ratify the appointment of auditors for the
fiscal year ended March 31, 1998.
(2) To approve the amendment of the articles of
incorporation to change the Company's name to Wincroft, Inc.
(3) To approve a 100 for 1 forward stock split to increase
the number of common shares outstanding without affecting the
stated value of the common shares.
(4) To approve the amendment to the articles of
incorporation to create preferred shares.
(5) To approve the transfer of control of the Company to
Jason Conway.
(6) To approve the issuance of common and preferred stock
along with a promissory note to acquire the VideoTalk
product.
(7) To ratify all previous actions of the officers and
directors of the Company.
(8) To transact such other business as may properly come
before the meeting or any adjournments thereof.
The accompanying Proxy Statement contains information
regarding, and a more complete description of, the items of
business to be considered at the meeting.
Only shareholders of record at the close of business April
22, 1998 are entitled to notice of, and to vote at, the Meeting
of Shareholders and any adjournment(s) thereof.
You are cordially invited to attend the meeting, but if you
are unable to do so, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED SELF ADDRESSED ENVELOPE.
If you attend the meeting, you may vote in person if you wish,
whether or not you have returned the proxy. In any event, a
proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors
Jeanette Fitzgerald
Corporate Secretary
Dallas, Texas
April 16, 1998
<PAGE>
ALEXANDER MARK INVESTMENTS (USA), INC.
2415 Midway, Suite 115
Carrollton, Texas 75006
PROXY STATEMENT
for
SPECIAL MEETING OF SHAREHOLDERS
To be Held May 18, 1998
This Proxy Statement is sent to shareholders of Alexander
Mark Investments (USA), Inc. (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the
Company for use at the Special Meeting of Shareholders of the
Company to be held on May 18, 1998 at 10:00 a.m., local time
at the offices of the Company any adjournment(s) thereof,
for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. Solicitation of proxies may
be made in person or by mail, telephone or telegraph by
directors, officers, and regular employees of the Company. The
Company will also request banking institutions, brokerage
firms, custodians, nominees, and fiduciaries to forward
solicitation materials to the beneficial owners of common
stock of the Company held of record by such persons, and
the Company will reimburse the forwarding expenses. The cost
of solicitation of proxies will be paid by the Company. This
Proxy Statement and the enclosed proxy are first being sent to
shareholders of Alexander Mark Investments (USA), Inc. on or
about April 27, 1998.
Pursuant to the Private Securities Litigation Reform Act of 1995
the Company, in addition to historical information, certain
information within this proxy statement contains forward looking
statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ
materially from those set forth including but not limited to
competition among employers for appropriate personnel, the
Company's dependence on outside suppliers and the need to go
to outside consulting sources, the continued ability to
create and/or acquire products that customers will accept;
the impact of competition and changing competitors; the
changing nature of regulations and the manner in which they
are interpreted; and pricing pressures in addition to
normal economic and world factors beyond the control of the
Company.
REVOCATION OF PROXIES
Any Shareholders returning the accompanying proxy may revoke
such proxy at any time prior to its exercise (a) by giving
written notice to the Corporate Secretary of the Company of such
revocation prior to its use, (b) by voting in person at the
meeting, or (c) by executing and filing with the Corporate
Secretary of the Company a later dated proxy.
OUTSTANDING STOCK AND CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of its common
stock, $0.002 stated value("Common Stock"), each share of which
entitles the holder to one vote at the Special Meeting of
Shareholders and any adjournment(s) thereof. At April 13, 1998
there were outstanding and entitled to vote 41,121 pre-forward
split shares of Common Stock. Only shareholders of record at
the close of business on April 22, 1998, are entitled to notice
of, and to vote at, the Special Meeting of Shareholders
and any adjournment(s) thereof.
The following table shows the amount of common stock, no par
value, ($.002 stated value), owned as of April 13, 1998 by each
person known to own beneficially more than five percent (5%) of
the outstanding common stock of the Registrant, by each director,
and by all officers and directors as a group (3 persons). Each
individual has sole voting power and sole investment power with
respect to the shares beneficially owned. On March 31, 1998,
Forsam Venture Funding surrendered 7,495,539 shares to the
Company for Treasury. The Company did not pay Forsam Venture
Funding any compensation for the surrendering of the shares.
<TABLE>
<S> <C> <C>
Name and Amount and Percent
Address of Nature of of
Beneficial Owner Beneficial Ownership Class
Daniel Wettreich 20,000 (1) 48.6%
2415 Midway, Suite 115
Carrollton, Texas 75006
Jeanette Fitzgerald 250 0.6%
2415 Midway, Suite 115
Carrollton, Texas 75006
All Officers and Directors 20,250 (1) 49.2%
as a group (3 persons)
Forsam Venture Funding, Inc. 20,000 48.6%
2415 Midway, Suite 121
Carrollton, Texas 75006
M.Y. Wettreich 15,000 (2) 36.4%
34 Monarch Court
Lyttleton Road
London, England
Abuja Consultancy, Ltd. 6,000 14.6%
Oceanic House
P.O. Box 107
Duke Street
Grand Turk
Turks & Caicos Islands
</TABLE>
(1) 20,000 of these shares are in the name of Forsam
Venture Funding, Inc. A private company which is owned by the
three children of Daniel Wettreich. Mr. Wettreich has disclaimed
all beneficial interest in such shares.
(2) Includes 6,000 shares owned by Abuja Consultancy Ltd.
which is affiliated with M.Y. Wettreich.
For the years ended April 30, 1997 and 1996, the Company incurred
stock transfer fees to a company associated with the President of
the Company in the amounts of $9,573 and $2,920 respectively.
Since the beginning of the registrant's last fiscal year, there
have been no material transactions between the registrant and its
management and/or 5% or greater security holders, other than as
set out in Management's Proposal VI and VII. Nor have there been
any material revenue impacting relationships.
In March 1998, Forsam Venture Funding acquired majority control
of the outstanding shares of the Registrant through private
purchases of the outstanding stock. On March 31, 1998, Forsam
entered into a conditional contract to sell all its shares in
Registrant to Jason Conway for an undisclosed sum.
The Registrant entered into a conditional agreement on March 31,
1998 with Third Planet Publishing, Inc., a wholly owned
subsidiary of Camelot Corporation, a public company to acquire
the VideoTalk(TM) product for Third Planet Publishing, Inc.,'s
cost of $7,002,056 payable by way of the issuance of common
stock, preferred stock and a promissory note. Mr. Wettreich and
Ms. Fitzgerald are officers and directors of Camelot Corporation
and Third Planet Publishing, Inc.. Both transactions require
shareholders approval at this meeting. See Management's Proposal
VI and VII described more fully herein.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT
OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who
beneficially own more than 10% of the Company's Common Stock to
file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission ("SEC").
Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms filed by such
person.
Based solely on the Company's review of such forms furnished to
the Company and written representations from certain reporting
persons, the Company believe that all filing requirements
applicable to the Company's executive officers, director, and
more than 10% stockholders were complied with.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, a shareholder may require that certain proposals
suggested by the shareholders be voted upon at a shareholders
meeting. Information concerning such proposal may be submitted
to the Company for inclusion in the Company's Proxy Statement.
Such proposals must be submitted to the Company before October
17, 1998 for consideration at the 1998 annual shareholders
meeting.
MANAGEMENT PROPOSAL I
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDED
March 31, 1998
The following resolution will be offered by
Management pursuant to the Board of Directors resolutions at the
meeting:
RESOLVED, that the appointment by the Board of Directors
of Larry O'Donnell, CPA as independent auditors of the Company
for the year ending March 31, 1998 is hereby approved.
It is not intended that a representative of Larry
O'Donnell, CPA will be present at the meeting or be available for
questions.
During the previous two years, there were no
disagreements between the Company and the previous auditors
regarding a policy or disclosure.
Neither this accountant nor any accountant for the past
two years has rendered an audit opinion containing an adverse
opinion or a disclaimer of opinion or were any of the opinions
qualified or modified as to uncertainty, audit scope or
accounting principles.
MANAGEMENT PROPOSAL II
APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY
The following resolution will be offered by Management
pursuant to the Board of Directors resolutions at the meeting:
<PAGE>
"RESOLVED, that the Articles of Incorporation shall be
amended as set out below to change the name of the Company to
Wincroft, Inc.
ARTICLE I
The name of the Company shall be amended from Alexander
Mark Investments (USA), Inc. to
Wincroft, Inc. "
The name is being changed as requested by the proposed new
control shareholder to reflect a change in control of the
company.
MANAGEMENT PROPOSAL III
APPROVE A 100 FOR 1 FORWARD STOCK SPLIT TO INCREASE THE NUMBER OF
SHARES
The following resolution will be offered by Management
pursuant to the Board of Directors resolutions at the meeting:
"RESOLVED, that a 100 for 1 forward stock split shall be
effected on all the outstanding shares of the Company with no
effect on the authorized shares."
The board has determined that in order to best provide
value to the shareholders of the Company, acquisitions of
ongoing businesses should be considered. Acquisitions may
entail the issuance of new shares in the Company. The board
has therefore determined that the number of outstanding shares
shall be increased without adjusting the authorized share value.
Upon passage of this resolution new certificates will be
prepared and will be issued upon submission by the shareholders
to the transfer agent. Any old certificates in the name of
Alexander Mark Investments (USA) Inc. will be immediately
exchanged for Wincroft, Inc. certificates upon presentment to the
transfer agent.
MANAGEMENT'S PROPOSAL IV
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF THE COMPANY TO
CREATE PREFERRED SHARES
The following resolution will be proposed by management at
the meeting for shareholder approval:
"RESOLVED, that the Articles of the Company be amended to
create preferred shares as follows:
Fourth: The total number of shares of all classes
which the corporation shall have authority to issue is
100,000,000, of which 75,000,000 shares shall be Common
Stock of no par value and of which 25,000,000 shares
shall be Preferred Stock of the par value of $.01,(the
"Preferred Stock,") with the following designations,
powers, preferences, rights, qualifications,
limitations, or restrictions:
1) The Board of Directors is expressly authorized at any time,
and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such voting powers,
full or limited, but not to exceed one vote per share, or without
voting powers and with such designations, preferences and
relative, participating, optional or other annual rights, and
qualifications, limitations, or restrictions thereof, as shall be
expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors and as not
expressed in this Certificate of Incorporation or any amendment
thereto, including, but without limiting the generality of the
foregoing, the following:
a)the designation of such series;
<PAGE>
b)the dividend rate of such series, the conditions
and dates upon which such dividends shall be payable,
the preference or relation which such dividends shall
bear to the dividends payable on any other class or
classes of capital stock of the Corporation, and
whether such dividends shall be cumulative or non-
cumulative;
c)whether the shares of such series shall be
subject to redemption, the times, prices and other
terms and conditions of such redemption;
d)the terms and amount of any sinking fund
provided for the purchase or redemption of the shares
of such series;
e)whether the shares of such series shall be
convertible into or exchangeable for shares of any
other class or classes or of any other series of any
class or classes of capital stock of the Corporation,
and, if provision be made for conversion or exchange,
the times, prices, rates, adjustments, and other terms
and conditions of such conversion or exchange;
f)the extent, if any, to which the holders of the
shares of such series shall be entitled to vote as a
class or otherwise with respect to the election of
directors or otherwise; provided, however, that in no
event shall any holder of any series of Preferred Stock
be entitled to more than one vote for each share of
such Preferred Stock held by him;
g)the restrictions and conditions, if any, upon
the issue or reissue of any additional Preferred Stock
ranking on a parity with or prior to such shares as to
dividends or upon dissolution;
h)the rights of the holders of the shares of such
series upon the dissolution of, or upon the
distribution of assets of, the Corporation, which
rights may be different in the case of a voluntary
dissolution than in the case of an involuntary
dissolution.
2) except as otherwise required by law and except for such
voting powers with respect to the election of directors or other
matters as may be stated in the resolution of the Board of
Directors creating any series of Preferred Stock, the holders of
any such series shall have no voting power whatsoever.
All shares, when issued shall be fully paid and
nonassessable; and the private property of stockholders
shall not be liable for corporate debts. Stockholders
shall have no preemptive rights.
All matters properly presented for shareholder
vote shall be affirmed by a majority of the
shareholders voting unless the laws of the state of
Colorado absolutely require a larger vote."
The Board believes this is an amendment required in order to
provide flexibility in the acquisition of assets and the raising
of funds for the Company. As reflected in Management's Proposal
VI, preferred shares are to be issued for the acquisition of the
VideoTalk product. Approval of this resolution is required as one
of the conditions of the contract selling the control of the
company and for the acquisition of the VideoTalk product.
MANAGEMENT'S PROPOSAL V
TO APPROVE THE TRANSFER OF CONTROL OF THE COMPANY TO
JASON CONWAY.
The following resolution will be offered by management of
the Company:
RESOLVED, that the contract entered into by Forsam Venture
Funding, Inc. to sell its controlling block of shares in the
Company to Jason Conway is approved.
Jason Conway is familiar with and believes he can
successfully market the Video Talk product. He has entered into
an agreement with Forsam Venture Funding to buy control of the
Company conditional on shareholders approving the following:
a) change the name of the Company to Wincroft, Inc.
b) affect a 100 for 1 forward stock split;
<PAGE>
c) create preferred shares;
d) approve Conway purchasing control from Forsam;
e) approve the acquisition of the VideoTalk product by the
Company by way of the issuance of common and preferred stock and
a promissory note.
MANAGEMENT'S PROPOSAL VI
TO APPROVE THE ISSUANCE OF COMMON AND PREFERRED STOCK ALONG WITH
A PROMISSORY NOTE TO ACQUIRE THE VIDEOTALK PRODUCT.
The following resolution will be offered by management
pursuant to the Board of Directors resolutions at the meeting:
RESOLVED, that the transaction wherein the Company shall
purchase the VideoTalk product from Third Planet Publishing, Inc.
for the issuance of common stock, preferred stock and a
$2,000,000 promissory note for a total price of $7,002,056 is
hereby approved."
The Company has entered into a conditional contract to
acquire all the right, title and interest in the VideoTalk
product from Third Planet Publishing, Inc. VideoTalk is a
complete hardware and software system which, when connected to a
multimedia PC, enables full-duplex video conferencing over the
Internet. VideoTalk does not require a sound card or a video
capture card, and allows video conferencing over the Internet
with only a 28.8 kbps modem and a 60MHz Pentium-class PC.
Shareholder approval of this contract is required before the
contract can close.
The acquisition contract requires the issuance of 5,000
shares of $1,000 Preferred Shares, Series A, 1,028,000 (post
forward split) common shares (equating to 19.9% of the
outstanding shares) and a promissory note in the amount of
$2,000,000. The Preferred Shares, Series A are non-voting and
10% yield. Shareholder approval is being requested as Third
Planet Publishing Inc. is a wholly owned subsidiary of Camelot
Corporation a corporation of which the present officers of the
Company are also officers.
MANAGEMENT'S PROPOSAL VII
RATIFY ALL PREVIOUS CORPORATE ACTIONS OF THE OFFICERS AND
DIRECTORS OF THE COMPANY.
As the management of the Company is changing, the retiring
management of the company is seeking to ratify all past actions
of the company by the officers and directors.
The following resolution will be offered by management
pursuant to the Board of Directors resolutions at the meeting:
RESOLVED, that all previous corporate actions of the
officers and directors of the company since the last shareholder
meeting on December 23, 1996 are hereby ratified."
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common shares
outstanding, and eligible to vote must return proxies to
constitute a quorum, including abstentions. The controlling
shareholder, Forsam Venture Funding, Inc., has already expressed
its approval and intention to vote for all the above
resolutions. A majority of those shares constituting the
quorum eligible to vote is required for approval of
Management Proposal I, II, III, IV, V, VI, and VII.
<PAGE>
OTHER BUSINESS
The Board of Directors of the Company does not know of any
other business to be presented at the Special Meeting. If
any other matters are properly brought before the meeting,
however, it is intended that the persons named in the
accompanying form of proxy will vote such proxy in
accordance with their best judgment.
By order of the Board of Directors
Jeanette P. Fitzgerald
Corporate Secretary
Dallas, Texas
April 22, 1998
