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
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
eCLIC, 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):
[ ] 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 transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(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:
1
eCLIC, INC.
8555 W. SAHARA, SUITE 130
LAS VEGAS, NV 89117
December 4, 2000November 29, 2001
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of eClic,
Inc. (the "Company" or "ECLI") to be held at 10:30 a.m. local time on December
18, 2000,19, 2001, at the offices of our corporate counsel, Thomas C. Cook, Esq., Thomas
C. Cook and Associates, Ltd., 31104955 South Valley View,Durango, Suite 106,214 Las Vegas, Nevada
8910289113 for the following purposes:
The following notice of meeting identifies each business item for your
action. These items and the vote the Board of Directors recommends are:
ITEM RECOMMENDED VOTE
---- ----------------
1. Election of two Directors FOR
2. Ratification of G. Brad Beckstead as independent auditors FOR
We have also included a proxy statement that contains more information about
these items and the meeting.
If you plan to attend the meeting, please mark the appropriate box on your
proxy card to help us plan for the meeting. You will need an admission card
to attend the meeting, which you can obtain as follows:
If your shares are registered in your name, you are a share owner of
record. Your admission card is attached to your proxy card, and you will
need to bring it with you to the meeting.
If your shares are in the name of your broker or bank, your shares are
held in street name. You will need to ask your broker or bank for an
admission card in the form of a legal proxy to bring with you to the
meeting. If you do not receive the legal proxy in time, bring your most
recent brokerage statement with you to the meeting so that we can verify
your ownership of Company stock and admit you to the meeting. However, you
will not be able to vote your shares at the meeting without a legal proxy.
Your vote is important. We encourage you to vote by proxy so that your
shares will be represented and voted at the meeting even if you cannot attend.
All share owners can vote by written proxy card. And share owners may vote in
person at the meeting, as described above.
/s/ Justine M. Daniels
-----------------------
Justine M. Daniels
Las Vegas, Nevada
December 4, 2000
2
November 29, 2001
eCLIC, INC..
8555 W. SAHARA, SUITE 130
LAS VEGAS, NV 89117
NOTICE OF ANNUAL MEETING OF SHARE OWNERS
TO THE OWNERS OF COMMON STOCK OF ECLIC, INC.
The Annual Meeting of Share Owners of eClic, Inc., a Nevada corporation (the
"Company" or "ECLI"), will be held at the offices of Thomas C. Cook, Esq.,
Thomas C. Cook and Associates, Ltd., 31104955 South Valley View,Durango, Suite 106,214, Las Vegas,
Nevada 89102,89113, on December 18, 2000,19, 2001, at 10:30 a.m., local time. The
purposes of the meeting are:
1. To elect two Directors to serve until the 20012002 Annual Meeting of
Share Owners,
2. To ratify the appointment of G. Brad Beckstead, CPA as independent
auditors of the Company to serve for the 20002001 fiscal year, and
3. To transact such other business as may properly come before the
meeting and at any adjournments or postponements of the meeting.
The Board of Directors set December 5, 2000,2001, as the record date for the
meeting. This means that owners of Company Common Stock at the close of
business on that date are entitled to (1) receive notice of the meeting and
(2) vote at the meeting and any adjournments or postponements of the meeting.
We will make available a list of share owners of the Company as of the close
of business on December 5, 2000,2001, for inspection during normal business hours
from January l through December 5, 2000,2001, at the offices of Thomas C. Cook,
Esq., Thomas C. Cook and Associates, Ltd., 31104955 South Valley View,Durango, Suite 106,214
Las Vegas, Nevada 89102.89113. This list will also be available at the meeting.
By Order of the Board of Directors
Justine M. Daniels
------------------------------
Title: Chairman of the Board
Phoenix, Arizona
December 4, 2000Las Vegas, Nevada
November 29, 2001
EACH SHARE OWNER IS URGED TO VOTE PROMPTLY BY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD. IF A SHARE OWNER DECIDES TO ATTEND THE MEETING, HE OR
SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
3
eCLIC, INC.
8555 W. SAHARA, SUITE 130
LAS VEGAS, NV 89117
December 5, 2000November 29, 2001
PROXY STATEMENT
FOR ANNUAL MEETING OF SHARE OWNERS
TO BE HELD DECEMBER 18, 200019, 2001
The Board of Directors of eClic, Inc. (the "Company" or "ECLI" ) furnishes
you with this Proxy Statement to solicit proxies on its behalf to be voted at
the 20002001 Annual Meeting of Share Owners of the Company.
The meeting will be held at the offices of our corporate counsel, Thomas C.
Cook, Esq., Thomas C. Cook and Associates, Ltd., 31104955 South Valley View,Durango, Suite 106,214,
Las Vegas, Nevada 89102,89113, on December 18, 2000,19, 2001, at 10:30 a.m., local time.
The proxies also may be voted at any adjournments or postponements of the
meeting.
A share owner can revoke a proxy by any one of the following three actions:
giving written notice to the Company, delivering a later dated proxy or voting
in person at the meeting.
The mailing address of the principal executive offices of the Company is:
8555 W. Sahara, Suite 130, Las Vegas, NV 89117. The date on which this Proxy
Statement and form of proxy are first being sent or given to share owners is
December 6, 2000.
4
3, 2001.
Below is a list of the different votes share owners may cast at the meeting
pursuant to this solicitation.
. In voting on the election of two Directors to serve until the 20002001
Annual Meeting of Share Owners, share owners may vote in one of the two
following ways:
(1) in favor of the nominee,
(2) withhold votes as to the nominee, or
In voting on the ratification of the appointment of G. Brad Beckstead, CPA,
as independent auditors, share owners may vote in one of the three following
ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) abstain from voting on the proposal.
Share owners should specify their choice for each matter on the enclosed form
of proxy. If no instructions are given, proxies which are signed and returned
will be voted FOR the election of all nominees, and FOR the proposal to ratify
the appointment of G. Brad Beckstead, CPA.
Directors will be elected by a plurality. All other proposals will require
approval by a majority of the votes cast by the holders of the shares of
Company Common Stock voting in person or by proxy at the meeting. Thus,
abstentions and broker non-votes will not be included in vote totals and will
not affect the outcome of the vote.
Only owners of record of shares of Company Common Stock at the close of
business on December 5, 2000,2001, are entitled to vote at the meeting or
adjournments or postponements of the meeting. Each owner of record on the
record date is entitled to one vote for each share of Company Common Stock
held. On December 5, 2000,2001, there were 1,515,000 shares of Company Common
Stock issued and outstanding.
5
REVOCABILITY OF PROXIES
Any stockholder giving a proxy pursuant to this solicitation may revoke
it at any time prior to its exercise. A stockholder of record may revoke a proxy
by filing with eClic, Inc. ("ECLI") at its principal executive offices at eClic,
Inc., 8555 W. Sahara, Suite 130, Las Vegas, NV 89117, a duly executed proxy
bearing a later date or by attending the special meeting and voting that
stockholder's shares in person.
SOLICITATION
ECLI will bear the cost of soliciting proxies. In addition,
ECLI will solicit shareholders by mail with the assistance of its regular
employees and will ask banks and brokers, and other custodians, nominees and
fiduciaries, to solicit those of their customers who have stock of ECLI
registered in the names of those persons, and ECLI will reimburse them for
their reasonable out-of-pocket costs. ECLI may use the services of its
officers, directors and others to solicit proxies, personally or by e-mail,
facsimile, telephone or other forms of communication, without additional
compensation.
FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement may constitute "forward-
looking statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act. The assumptions reflected in
these statements are subject to certain risks, uncertainties and other factors,
including changes in general economic or business conditions, competition from
others, the unavailability of any necessary intellectual property rights
possessed by third parties, and certain of those risks described in ECLI's most
recent report on Form 10-SB filed with the Securities and Exchange Commission.
6
ELECTION OF DIRECTORSDIRECTOR
(ITEM 1)
BOARD OF DIRECTORS
RECOMMENDATION OF THE BOARD OF DIRECTORS CONCERNING THE ELECTION OF DIRECTOR
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR JUSTINE M. DANIELS
AND SKYELAN ROSE AS DIRECTORS TO HOLD OFFICE UNTIL THE 20012002 ANNUAL MEETING OF
SHARE OWNERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. PROXIES
RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THE NOMINEE UNLESS SHARE
OWNERS SPECIFY A CONTRARY CHOICE IN THEIR PROXY.
NOMINEES FOR ELECTION TO TERM EXPIRING 2001NOMINEES FOR ELECTION TO TERM EXPIRING 2002
- ------------------------------------------------------------------------------
Name Age Position
- -------- ------ ----------
Justine M. Daniels 32 President, CEO
Chief Financial Officer and
Director
Skyelan Rose 41 Secretary and Director
B. Work Experience
As President and CEO of eClic, Inc., Justine M. Daniels has organized and
formed the company. Justine M. Daniels is a single female, born in Sioux
Falls, SD. She has an AA Degree from Career Institute of Omaha, Nebraska.
She has a BS Degree from National College of Business, Sioux Falls, South
Dakota. She has extensive experience in the restaurant/nightclub business.
She started her career in South Dakota, Embers Restaurant. A subsequent
career opportunity took her to the Metropolitan Phoenix, Arizona area. She
handled staff training at Bobby McGee's Restaurant/nightclub, where she was
instrumental in increasing efficiencies for this establishment. She brings
to eClic, Inc., restaurant work experience in service and customer relations;
she does not have any past experience in setting up a Web Site or e-Commerce
business.
7
Skyelan Rose, Corporate Secretary and Director for eClic, Inc. She is a
single female, born in North Island, California. She attended University
of Utah and University of California, Berkeley. She has eight years
experience in marketing and sales with the hotel industry. She spent
two of those eight years as Director of Marketing/Sales for Holiday Inn,
Arizona Region. She is currently an Event Planner for the Arizona Room of
America OnLine. She is former Corporate Secretary for Ionosphere, Inc., a
publicly traded company listed on the OTC Bulletin Board. This was a
consulting company engaged in the restaurant/nightclub business. She is also
Corporate Secretary of Barrington Laboratories, Inc., a Nevada Corporation.
She is a former corporate secretary for Boppers Holdings, Inc., a Nevada
Corporation. She has developed a number of Web sites for other companies,
and has experience with various computer applications. This is her first
endeavor in setting up an e-Commerce company and a Web site for company where
she serves as an Officer and Director.
ITEM NUMBER TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, has appointed the firm of G. Brad
Beckstead to serve as independent auditors of the Company for the fiscal year
ending December 31, 2000,2001, subject to ratification of this appointment by the
share owners of the Company. G. Brad Beckstead, CPA has served as independent
auditors of the Company for past year and is considered by management of the
Company to be well qualified. The Company has been advised by that firm that
neither it nor any member thereof has any financial interest, direct or
indirect, in the Company or any of its subsidiaries in any capacity.
Ratification of the appointment of the independent auditors requires the
affirmative vote of a majority of the votes cast by the holders of the shares
of Company Common Stock voting in person or by proxy at the Annual Meeting of
Share Owners. If the share owners should not ratify the appointment of G. Brad
Beckstead, CPA, the Board of Directors will reconsider the appointment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF G. BRAD BECKSTEAD, CPA AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE 20002001 FISCAL YEAR. PROXIES RECEIVED BY THE BOARD OF DIRECTORS
WILL BE VOTED FOR THE PROPOSAL UNLESS SHARE OWNERS SPECIFY A CONTRARY CHOICE
IN THEIR PROXIES.
8
OWNERSHIP OF SECURITIES
The following table sets forth stock ownership information as of December 1,
2000November 29,
2001 concerning (i) each director and persons nominated to become directors
of The Company, (ii) each person (including any "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934) who is known by the Company
to beneficially own more than five (5%) percent of the outstanding shares of
the Company's Common Stock, (iii) the Chief Executive Officer (no executive
officer of the Company received any compensation to date, and (iv) The
Company's executive officers and directors as a group. The Company has no
issued or outstanding Preferred stock.
Title Name & Address Amount of Percent
of of Beneficial shares of
Class Owner of Shares Position held by Owner Class
- ------ --------------- -------- ------------- -------
Common Justine M. Daniels(1) Chairman/ 1,000,000 66.0%
CEO
None Skyelan Rose(1) Secretary/ 0 0.0%
Director
- ---------------------------------------------------------------------
All Executive Officers and
Directors as a Group (2 persons) 1,000,000 66.6%
(1) c/o eClic, Inc. 8555 W. Sahara, Suite 130, Las Vegas, NV 89117
B. Persons Sharing Ownership of Control of Shares
No person other than Justine M. Daniels, President/CEO owns or shares the
power to vote ten percent (10%) or more of the Company's securities.
9
PROXY PROCEDURE AND
EXPENSES OF SOLICITATION
The Company will hold the votes of all share owners in confidence from the
Company, its Directors, officers and employees except: (1) as necessary to meet
applicable legal requirements and to assert or defend claims for or against the
Company; (2) in case of a contested proxy solicitation; (3) if a share owner
makes a written comment on the proxy card or otherwise communicates his/her vote
to management; or (4) to allow the independent inspectors of election to certify
the results of the vote. The Company will also continue, as it has for many
years, to retain an independent tabulator to receive and tabulate the proxies
and independent inspectors of election to certify the results.
Directors, officers and employees of the Company may also solicit proxies by
mail, telephone and personal contact. They will not receive any additional
compensation for these activities.
ITEM NUMBER 3
OTHER BUSINESS
As of the date of this proxy statement, the only business which the
board of directors intends to present and knows that others will present at the
special meeting is that herein set forth. Management does not know of any
items other than those referred to in the accompanying Notice of Annual Meeting
of Share Owners which may properly come before the meeting or other matters
incident to the conduct of the meeting. If any other matter is properly
brought before the special meeting or any adjournments thereof, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their judgment.
The form of proxy and this Proxy Statement have been approved by the Board
of Directors and are being mailed and delivered to share owners by its
authority.
Justine M. Daniels
----------------------------------
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: December 4, 2000November 29, 2001
THE ANNUAL REPORT TO SHARE OWNERS OF THE COMPANY FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999,2000, WHICH INCLUDES FINANCIAL STATEMENTS, HAS BEEN MADE AVAILABLE
TO SHARE OWNERS OF THE COMPANY. THE ANNUAL REPORT DOES NOT FORM ANY PART OF THE
MATERIAL FOR THE SOLICITATION OF PROXIES.
10
PROXY CARD
eCLIC, INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder of eClic, Inc. ("ECLI") hereby revokes all
previous proxies, acknowledges receipt of the notice of special meeting of
stockholders to be held on December 18, 2000,19, 2001, and the related proxy statement,
and appoints Justine M. Daniels, as proxies of the undersigned, with full power
of substitution to vote all shares of ECLI's common stock that the undersigned
is entitled to vote at a special meeting of stockholders to be held at 10:30
a.m. local time on December 18, 2000,19, 2001, at the offices of our corporate counsel,
Thomas C. Cook, Esq., Thomas C. Cook and Associates, Ltd., 31104955 South Valley
View,Durango,
Suite 106,214, Las Vegas, Nevada 89102,89113, and at any adjournments thereof. The
shares represented by the proxy may only be voted in the manner specified
below.
1. (a) To elect two Director, Justine M. Daniels, Chairman of the Board,
to serve until the 20012002 Annual Meeting of Share Owners,
FOR [ ] WITHHOLD [ ]
(b) To elect two Director, Skyelan Rose, Director, to serve until
the 20012002 Annual Meeting of Share Owners,
FOR [ ] WITHHOLD [ ]
2. To ratify the appointment of G. Brad Beckstead, CPA as independent
auditors of the Company to serve for the 20002001 fiscal year,
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To transact such other business as may properly come before the special
meeting and any adjournment or adjournments thereof.
The board of directors recommends you vote "FOR" the above proposals.
This proxy when properly executed will be voted in the manner directed
above. In the absence of direction for the above proposal, this proxy will be
voted "FOR" that proposal.
(Continued on the other side.)
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
Please print the shareholder name exactly as it appears on this proxy.
If the shares are registered in more than one name, the signature of each person
in whose name the shares are registered is required. A corporation should sign
in its full corporate name, with a duly authorized officer signing on behalf of
the corporation and stating his or her title. Trustees, guardians, executors,
and administrators should sign in their official capacity, giving their full
title as such. A partnership should sign in its partnership name, with an
authorized person signing on behalf of the partnership.
Dated: ____________, 20002001
---------------------------------
(Print Name)
---------------------------------
(Authorized Signature)
I plan to attend the special meeting in person:
[ ] Yes
[ ] No