NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
OF
PHANTOMFILM.COM
(A Nevada Corporation)
Notice is hereby given that an Annual General Meeting of the shareholders of
PHANTOMFILM.COM, a Nevada corporation (the Company) will be held on September
27th, 2001 at Suite 400 1111 West Georgia Street, Vancouver, B.C. V6E 4M3 at the
hour of 8:00 a.m. to consider the following:
1. To elect four (4) Directors to serve until the next Annual Meeting or until
their successors are duly Qualified. Management has nominated the following
persons: Victor Cardenas, Gordon Muir, Penny Perfect and Katharine Johnston.
2. To amend the Articles of Incorporation to change the Companys name to
Commodo, Inc.
3. To conduct a reverse split of the issued and outstanding shares of the
Companys one mill ($0.001) par value common stock (the Common Stock) in the
ratio of one share for 15, with fractional shares rounded up to the nearest
whole share. The authorized capital will remain constant.
4. To obtain shareholder approval to the Stock Option Plan.
5. To transact such other business that may properly come before the meeting or
any adjournment thereof.
There are 12,052,384 common shares and 2,000,000 preferred shares (representing
10,000,000 votes) eligible to vote at the Annual General Meeting of
Shareholders. Attached please find a proxy statement and proxy for your
information.
By Order of the Board of Directors
/S/ Katharine Johnston
Katharine Johnston, Secretary
Dated: August 16, 2001.
PROXY INFORMATION
ANNUAL MEETING OF SHAREHOLDERS
OF
PHANTOMFILM.COM
Time: 8:00 a.m. on Thursday, September 27th, 2001
Place: Suite 400 1111 West Georgia Street, Vancouver, B.C. V6E 4M3
Items of Business:
1. To elect Directors.
2. To amend the Articles of Incorporation to change the Companys name to
Commodo, Inc.
3. To conduct a reverse split of the issued and outstanding shares of the
companys one mill ($0.001) par value common stock in the ratio of one share for
15 with fractional shares rounded up the nearest whole share. The authorized
capital will remain constant.
4. To obtain shareholder approval to the Stock Option Plan.
5. To transact such other business properly coming before the meeting.
Who can vote: You can vote if you were a shareholder of record August 1, 2001.
Date of Mailing: This notice and proxy statement are being mailed to
shareholders on or about August 22, 2001.
Voting: Each shareholder is entitled to one vote per share owned, in person or
by proxy. As of August 1, 2001 there were 12,052,384 common shares and 2,000,000
preferred shares (representing 10,000,000 votes) outstanding and eligible to
vote at the meeting. A shareholder may change their vote or their proxy prior to
the meeting. If the proxy is returned but does not contain voting instructions
it will be voted (1) FOR the election of nominee directors hereinafter named,
(2) FOR amending the Articles of Incorporation to change the Companys name to
Commodo, Inc., (3) FOR a reverse split of the issued and outstanding common
shares of the Companys one mill ($0.001) par value common stock in the ratio of
one share for 15, with fractional shares rounded up to the nearest whole share.
The authorized capital will remain constant and (4) FOR the approval of the
stock option plan. Your shares are counted as present at the meeting or you
attend the meeting and vote in person or if you properly return a proxy. In
order to conduct the meeting, a majority of the shares outstanding as of August
1, 2001, must be present in person or by proxy at the meeting. This is referred
to as a quorum.
1. DIRECTORS
This years nominees standing for election are:
VICTOR D. CARDENAS has served as a Director since September, 1998 and has served
as President from March, 2000 to date. For over thirty years Mr. Cardenas was a
Senior Level Manager with IBM and as such was involved in marketing, sales and
computer software systems development. Mr. Cardenas holds a Bachelors Degree in
Electrical Engineering from IPN in Mexico City, Mexico and has attended a one
year accelerated Business Management program in New York. He has also taken
business education courses at Harvard University and Cambridge University, UK.
Mr. Cardenas is also the Chief Operating Officer and a Director of
AlphaTrade.com.
GORDON MUIR is a founding Director and serves as the Chief Executive Officer and
Chairman. Mr. Muir is an independent investor and business consultant. He was
the founder of Navmaster Technologies, a company credited with developing the
first GPS charting systems for the Marine Industry that relied on optical
imaging instead of expensive and cumbersome computers. He has over fifteen years
experience in senior level management in a variety of business mainly in the
automotive and industrial industries. He also serves as the Chief Executive
Officer and Chairman of AlphaTrade.com
PENNY PERFECT is a founding Director and served as President until March, 2000.
Previously Ms. Perfect was the President of her own firm which was involved in
providing Public Relations and Investment Banking services for early stage
development companies. Prior to establishing her own firm, Ms. Perfect was a
stockbroker for over five years with a firm specializing in venture capital and
capital pool financings. She was also involved in many aspects of tax advantaged
investment products from structuring to actually raising the capital for the
project. These projects involved restaurants, hotel operations, franchises,
apartment blocks, mining companies, wineries, medical companies and many others.
Ms. Perfect has a Bachelor of Education from the University of Alberta, Canada.
She has ten years of study in the field of Neuro-Linquistic Programming. Ms.
Perfect is also the President and a Director of AlphaTrade.com.
KATHARINE JOHNSTON is a founding Director and is the Secretary/Treasurer.
Previously Mrs. Johnston was the President and owner of her own company
specializing in the administration and compliance with reporting requirements of
public companies.
2. AMEND THE ARTICLES OF INCORPORATION NAME
The Articles of Incorporation changing the corporate name to:
Commodo, Inc.
3. REVERSE SPLIT
To reverse split the issued common stock, pr value $.001 in the ratio of one
share for fifteen shares with fractional shares rounded up to the nearest whole
number. The authorized shares will remain the same.
4. APPROVAL OF STOCK OPTIONS
Management is requesting shareholder approval to establish a Stock Option Plan.
The purpose of the Stock Option Plan is to afford persons who provide services
to the Company, whether directors, officers, employees or consultants, an
opportunity to obtain a proprietary interest in the Company by permitting them
to purchase common shares of the Company and to aid in attracting, as well as
retaining and encouraging the continued involvement of such persons with the
Company. Under the terms of the Stock Option Plan, the Board of Directors has
full authority to administer the Stock Option Plan upon such terms as it, in its
discretion determines, subject to certain limitations set forth in the Stock
Option Plan.
TRANSACTION OF OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING
It is not known if any other matters will come before the meeting other than as
set forth above and in the Notice of Meeting, but if such should occur the
person named in the accompanying Proxy Statement intend to vote on them in
accordance with his best judgment exercising discretionary authority with
respect to amendments or variations of matters identified in the Notice of
Meeting and other matters which may properly come before the meeting or any
adjournment thereof.
PROXY
PHANTOMFILM.COM
The undersigned hereby appoints GORDON MUIR as his/her attorney-in-fact to vote
his/her proxy at the Annual General Meeting of Shareholders to be held September
27th, 2001 at Suite 400 1111 West Georgia Street, Vancouver, B.C. V6E 4M3 for
the holders of
record as of August 1, 2001.
1. Election of Directors:
Name of Director
Gordon J. Muir For ___ Against ____ Abstain _____
Penny Perfect For ___ Against ____ Abstain _____
Victor Cardenas For ____ Against ____ Abstain _____
Katharine Johnston For ____ Against ____ Abstain _____
2. To amend the Articles of Incorporation to change the Companys name to
Commodo, Inc.
For ____ Against ____ Abstain _____
3. To conduct a reverse split of the issued and outstanding shares of the
Companys one mill ($0.001) par value common stock (the Common Stock) in the
ratio of one share for 15, with fractional shares rounded up to the nearest
whole share. The authorized capital will remain constant.
For ____ Against ____ Abstain _____
4. Authority to the Directors to establish a Stock Option Plan
For ____ Against ____ Abstain _____
5. To transact such other business as may properly come before the members at
the meeting and at any adjournment or adjournments thereof.
For ____ Against _____
Please sign your proxy exactly as your name appears on your stock certificate.
Date: __________, 2001
Name: ___________________
Signature: _________________
No. of Shares _______________
All signed but not voting proxies will be voted in the affirmative by the
attorney-in-fact.