SCHEDULE 14A PRIVATE
(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 Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
POKER.COM, 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.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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 (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:
[GRAPHIC OMITTED]
poker.com
The ultimate gaming connection
210 - 1166 ALBERNI ST, VANCOUVER BC V6E 3Z3
TELEPHONE: 604-689-5998 FAX: 604-689-8988
May 14, 2002
Dear Shareholder:
On behalf of the Board of Directors (the "Board") of Poker.com Inc. (the
"Company") I cordially invite you to the Annual General Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, July 11, 2002, at 1:00 p.m.,
Pacific Standard Time (PST) at Ramada Inn Bellingham, 215 Samish Way,
Bellingham, Washington 98225. I hope that you will be able to attend in person.
Following the formal business of the Annual Meeting, management will be
available to respond to your questions.
At the Annual Meeting, shareholders will be asked to consider and vote upon the
following matters:
(i) To consider and vote for the election of Directors;
(ii) To approve the appointment of the firm Pannell Kerr Forster,
independent certified public accountants, as the Company's auditors;
and
(iii) Any other business that may be lawfully brought before the Annual
Meeting.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this letter.
Only Shareholders of record at the close of business on May 14, 2002 are
entitled to notice of the Annual Meeting and to vote at the Meeting or at any
continuance(s) or any adjournments(s) thereof. Each share of stock is entitled
to one vote per share at the meeting.
I hope you will attend the Annual Meeting. Whether or not you plan to attend
the Annual Meeting and regardless of the number of shares of stock you own,
please complete, date and sign the enclosed proxy for and return it by fax to
(604) 689-8988 or by mail to #210-1166 Alberni Street, Vancouver, British
Columbia, Canada, V6E 3Z3, Attention: Christa Taylor. You may, of course,
attend the Annual Meeting and vote in person, even if you have previously
returned your proxy form.
To assist the Company in making arrangements for the meeting, please notify Kim
Aletter of the Company by telephone (604) 689-5998 or fax (604) 689-8988 before
June 27, 2002 if you plan to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christa Taylor
-------------------------------------------
CHRISTA TAYLOR, PRESIDENT
POKER.COM INC.
#210-1166 ALBERNI STREET
VANCOUVER, BC
V6E 3Z3
NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF
POKER.COM, INC.
- --------------------------------------------------------------------------------
To the Shareholders of Poker.com, Inc.:
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Shareholders of
Poker.com Inc. (the "Company") will be held on Thursday, July 11, 2002 at 1:00
pm Pacific Standard Time, at Ramada Inn Bellingham, 215 Samish Way, Bellingham,
Washington 98225.
At the Annual Meeting, the shareholders will be asked to: (i) To consider and
vote for the election of Directors; (ii) To approve Pannell Kerr Forster,
independent certified public accountants, as the Company's auditors: (iii) Any
other business that may be lawfully brought before the Annual Meeting.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only Shareholders of record at the close of business on May 14, 2002 are
entitled to vote at the Annual General Meeting or at any continuance(s) or any
adjournment(s) thereof. Each share of stock is entitled to one voter per share
at the meeting.
The election of Directors will be determined by plurality vote. Approval of the
appointment of the Company's auditors and all other proposals will require the
affirmative votes of a majority of the voting shares of Poker.com Inc.
represented in person or by proxy, which are cast at the Annual Meeting.
To assist the Company in making arrangements for the meeting, please notify Kim
Aletter of the Company by telephone (604) 689-5998 or Fax (604) 689-8988 before
June 27, 2002 if you plan to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Keith Andrews
-------------------------------------------
KEITH ANDREWS
PLEASE NOTE: YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. EVEN IF
YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE FILL IN, DATE, SIGN AND MAIL
PROMPTLY THE ENCLOSED PROXY TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE
ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY VOTE IN
PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
PLEASE MAIL YOUR PROXY PROMPTLY AND AVE THE COMPANY THE EXPENSE OF ADDITIONAL
REQUESTS FOR PROXIES.
POKER.COM INC.
#210-1166 ALBERNI STREET
VANCOUVER, BC
V6E 3Z3
- --------------------------------------------------------------------------------
PROXY STATEMENT
---------------
GENERAL
This Proxy Statement is furnished to shareholders of Poker.com Inc., a Florida
Corporation (the "Company"), in connection with the solicitation of proxies to
be voted at the Company's next Annual Meeting of Shareholders. The Annual
Meeting will be held on Thursday July 11, 2002, at 1:00 p.m. Pacific Standard
Time, at Ramada Inn Bellingham, 215 Samish Way, Bellingham, Washington 98225.
The accompanying proxy is being solicited on behalf of the Board of Directors of
the Company. This Proxy Statement was mailed to the shareholders of Record of
the Company as of May 14, 2002 accompanied by the Company's 2001 Annual Report
to Shareholders.
At the meeting, the following matters will be considered and voted upon:
1. PROPOSAL NO. 1. Election of Keith Andrews, and Cecil Morris as Directors to
hold office until the 2003 Annual Meeting of Shareholders or until their
successors shall have been duly elected and qualified. (See "PROPOSAL ONE-
ELECTION OF DIRECTORS"); and
2. PROPOSAL NO. 2. Appointment of Pannell Kerr Forster as the Company's
independent certified public accountants for the 2002 fiscal year. (See
"PROPOSAL TWO- INDEPENDENT PUBLIC ACCOUNTANTS"); and
3. GENERAL. Any other business that may be lawfully brought before the Annual
Meeting. (See "General")
The Board of Directors recommends that shareholders vote FOR all nominees for
Director listed in Proposal No. 1 and FOR Proposal Nos. 2 through 3.
INFORMATION CONCERNING PROXY SOLICITATION AND VOTING
VOTING RIGHTS
The outstanding voting securities of the Company on May 14, 2002, was 17,175,000
shares of Common Stock, par value $0.001 per share ("Common Stock"). Holders of
Common stock at the close of business on May 14, 2002, (the "Record Date") will
be entitled to one vote at the Annual Meeting of each share of Common Stock held
of Record by them.
VOTING AND REVOCATION OF PROXIES
By completing and returning the accompanying proxy form, the shareholder
authorizes the Company President, Christa Taylor, or in her place Keith Andrews,
as designated on the face of the proxy for (the "Proxy Holder"), to vote all
shares for the shareholder. All proxies returned to the Company that are
properly signed and dated will be voted by the Proxy Holder as the shareholder
directs.
If no direction is given, valid proxies will be voted by the Proxy Holder:
1. FOR the election of the persons nominated as directors; and
2. FOR the appointment of Pannell Kerr Forster as the Company's
independent certified public accountants for the 2002 fiscal year; and
3. Additionally, the shares represented by a valid proxy will be voted by
the Proxy Holder in his discretion, on any other matters that may
properly come before the Annual Meeting and that the Company did not
have notice of as of May 14, 2002 (the record date), The Board of
Directors does not know of any matters to be considered at the Annual
Meeting other than the proposals described above. In the event that
any director nominee is unable to serve, the Proxies will be voted for
a substitute nominee, if any, to be designated by the Board of
Directors. The Board of Directors currently has no reason to believe
that any nominee will be unavailable or unwilling to serve.
A proxy may be revoked by (i) delivering a written statement to the President of
the Company stating that the proxy is revoked, (ii) by delivering to the
President of the company or presenting at the Annual Meeting a new proxy
executed on a later date by or on behalf of the person or entity executing the
prior proxy, or (iii) by voting in person at the Annual Meeting. A revoked proxy
will not be voted.
QUORUM AND VOTING REQUIREMENTS
A quorum of the voting shares of the Company must be present at the Annual
Meeting for vote to be taken. Under Florida law and the Company's certificate of
Incorporation and Bylaws, a quorum will be present if not less than one percent
(1%) of the outstanding shares of stock entitled to vote are present, in person
or by proxy duly authorized. Under Florida law and the Company's Certificate of
Incorporation and Bylaws, abstensions and broker non-votes will be counted for
the purpose of determining whether a quorum is present at the Annual Meeting.
With regard to Proposal No. 1, directors are elected by a plurality of the
shares present in person or by proxy and voting at the Annual Meeting. With
regard to the election of directors, votes may be cast in favour or withheld;
votes that are withheld will be excluded entirely from the vote and will have no
effect.
The appointment of auditors under Proposal No. 2 requires the affirmative vote
of a majority of the votes cast at the Annual Meeting. With regard to Proposal
No. 2, abstentions and broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
With regard to Proposal No. 3, any other business that may lawfully be brought
before the Meeting will be voted by the Proxy Holder in his discretion. With
regard to Proposal No. 3, abstentions and broker non-votes are not counted for
purposes of determining whether a proposal has been approved.
ADJOURNMENT OF ANNUAL MEETING
In the event that Proxies representing sufficient votes to constitute a quorum
are not received by the date of the Annual Meeting, the Proxy Holder may propose
one or more adjournments the proxies will continue to be valid and, once a
quorum is present in person or by proxy, directors may be elected to plurality
vote and the Company will otherwise conduct the business of the Annual Meeting.
The Proxy Holder will vote in favour of any such proposed adjournments.
SOLICITATION
The solicitation of proxies pursuant to this Proxy Statement will be made
primarily by mail. In addition, officers, employees and representatives of the
Company may solicit proxies by telephone, mail or personal interviews and
arrangements will be made with banks, brokerage firms and others to forward
solicitation materials to the beneficial owners of shares held of record by
them.
The total cost of all such solicitation efforts, including reimbursement of
expenses of brokers and other nominees, will be borne by the Company.
SECURITY OF OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 14, 2002, with
respect to (i) each person who is known to the Company to beneficially own more
than five percent of the outstanding shares of Common Stock of the Company, (ii)
the beneficial ownership of such securities by each executive officer and
director of the Company, and (iii) the beneficial ownership of all such
securities by all or the Company's directors and executive officers as a group.
Stock is considered "beneficially owned" by a person if such person, directly or
indirectly, through any contract, arrangement, understanding or otherwise has or
shares: (i) voting power for the stock; and/or (ii) the beneficial ownership of
all such securities by all or the Company's directors and executive officers as
a group. Stock is considered "beneficially owned" by a person if such person,
directly or indirectly, through any contract, arrangement, understanding or
otherwise, has or shares: (i) voting power for the stock; and/or (ii) investment
power for the stock (including the power to dispose of the stock). Such
"beneficial ownership" also includes stock that a person has the right to
acquire within 60 days of May 14, 2002. Unless otherwise indicated, the persons
or entities named in the table have sole voting and investment power with
respect to all shares of stock beneficially owned by them, subject to applicable
community property laws. The percentage ownership for each person is calculated
assuming that all the stock that could be acquired by that person within 60
days, by option exercise or otherwise, has in fact been acquired and that no
other shareholder has exercised a similar right to acquire additional shares.
AMOUNT AND NATURE
CLASS OF SHARES NAME AND ADDRESS OF BENEFICIAL PERCENT OF CLASS OF
OF BENEFICIAL OWNER OWNERSHIP SHARES
- --------------- --------------------- ----------------- --------------------
Common CEDE & Co. 11,819,385 70%
PO Box 222
Bowling Green Stat
New York, NY 10274
Common Michael Jackson 592,500 3.50%
Common (2)Christa Taylor 0 0%
Common (1)1Keith Andrews 0 0%
Common (3)Cecil Morris 0 0%
Total Common Shares Outstanding 16,950,000 100%
Common All Directors and Exeutives 592,500 3.5%
as a Group
======================================================================
1 Director of the Company. 9,000 shares held directly. 30,000 options held
indirectly.
2 CFO and President of the Company. No shares held directly.
3 Director of the Company. No shares held directly.
PROPOSAL ONE- ELECTION OF DIRECTORS
NOMINEES
Two current directors, Keith Andrews, and Cecil Morris are proposed to be
re-elected at the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information concerning Directors and
Executive Officers of the Company and certain Officers/Directors of the wholly
owned subsidiaries of the Company.
BEGAN TO SERVE AS
NAME AGE POSITIONS HELD ON OFFICER OR
DIRECTOR
- -------------- --- --------------- -----------------
Christa Taylor 30 CFO & President 2000
Cecil Morris 71 Director 2000
Keith Andrews 42 Director 2001
No family relationships exist among any of the Directors or Officers. All
Directors hold office until the next Annual Meeting of Shareholders or until
their successors are duly elected and qualified. Officers serve at the pleasure
of the Board of Directors.
The principal occupations of the Executive Officers and Directors names above
for at least the past five (5) years are as follows:
CHRISTA TAYLOR, has been employed as the Chief Financial Officer and President
of the company since September 2001. Previously Ms. Taylor was a consultant for
Poker.com Inc. in the areas of strategic planning and business development. Ms.
Taylor has provided leadership with a number of high profile companies which
include: Glenayre, Sentinel Importing Corporation and Vancouver International
Airport.
KEITH ANDREWS, brings a wealth of experience to the company. He currently serves
as Vice President of Strategic Alliances for VERB Exchange; a Vancouver based
unified communications company. Mr. Andrews ran his own successful consulting
firm for 10 years providing services, strategies and contract negotiating skills
to major corporations. He has worked with AT&T, Spectra Group, IMG, and Keg
restaurants. Mr. Andrews has been responsible for major sponsorship and alliance
negotiations involving firms such as Molson Breweries, Labatt's, Nike, Coca
Cola, Pepsi, JBL, BOSE, and major sports affinity associations. Mr. Andrews
provides leadership and vision in identifying marketing synergies and execution
plans that bring value and new opportunities to the Company's business model.
CECIL MORRIS, is a freelance Internet business consultant based in Cape Town,
South Africa with expertise in software programming.
STANDING AUDIT COMMITTEE
The Company does not presently have an appointed Standing Audit Committee.
SIGNIFICANT EMPLOYEES
There are presently ten significant employees of the Company other than the
Officers of the Company.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the compensation of the Chief Executive Officer
of the Company and certain other highly compensated Executive Officers of the
Company for each of the Company's last three fiscal years whose total salary and
bonus for the year ended December 31, 2001.
The Company and its subsidiaries have no pension or retirement plan for its
Executive Officers. The Company prefers to pay higher cash compensation in lieu
of making substantial pension plan contributions. The Company and its
subsidiaries have adopted informal, unwritten bonus plans for its employees and
executive officers. Under the plans, each Company's Board of Directors typically
evaluates the Company's productivity and allocates bonuses twice a year based
primarily on such productivity and the employee's performance.
SUMMARY COMPENSATION TABLE
NAME AND SALARY PER OTHER ANNUAL RESTRICTED OPTIONS/SARS ALL OTHER
POSITION YEAR ANNUM BONUS COMPENSATION STOCK AWARDS (POST-SPLIT) PAY OUTS COMPENSATION
- ---------------- ------ ----------- ----- ------------ ------------ ------------- --------- -------------
MICHAEL JACKSON, FISCAL -0- -0- -0- -0- 100,000 -0- $ 37,500
2001
CHRISTA TAYLOR, FISCAL $ 45,331 -0- -0- -0- 100,000 -0- -0-
PRESIDENT & CFO 2001
CECIL MORRIS, FISCAL -0- -0- -0- -0- -0- 0 -0-
DIRECTOR 2001
MICHAEL JACKSON, FISCAL -0- -0- -0- -0- 300,000 -0- $ 19,500
CEO 2000
CHRISTA TAYLOR, FISCAL $ 35,000 -0- -0- -0- -0- -0- -0-
CFO 2000
CECIL MORRIS, FISCAL -0- -0- -0- -0- -0- -0- -0-
DIRECTOR 2000
MICHAEL JACKSON, FISCAL -0- -0- -0- -0- -0- $ 300,000 -0-
CEO 1999
CHRISTA TAYLOR, FISCAL -0- -0- -0- -0- -0- -0- -0-
CFO 1999
CECIL MORRIS, FISCAL -0- -0- -0- -0- -0- -0- -0-
DIRECTOR 1999
STOCK OPTION GRANTS AND AGGREGATED STOCK OPTION/SAR EXERCISES
The Company granted no stock options or stock appreciation rights ("SARs") to
the named Executive Officers in the last fiscal year. The following table sets
forth the aggregated Common Stock Options exercised by the named Executive
Officers in the last fiscal year and the year-end value of unexercised options:
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 2001
AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED IN-THE-
SHARES VALUE NUMBER OF UNEXERCISED MONEY OPTIONS/SARS AT FISCAL
ACQUIRED ON REALIZED OPTIONS/SARS AT FISCAL YEAR-END (#) YEAR-END ($)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------- ------------ --------- ----------------------------------- ------------------------------
MICHAEL JACKSON -0- -0- 300,000/ $ 30,000
-0-
CHRISTA TAYLOR -0- -0- 300,000/ $ 30,000
-0-
CECIL MORRIS -0- -0- -0-/ -0-
-0-
KEITH ANDREWS -0- -0- -0-/ -0-
-0-
DIRECTOR COMPENSATION
CECIL MORRIS
If his nomination is approved as a non-employee Director of the Company Cecil
Morris will receive compensation for his services in the amount of US$1,200 per
annum.
KEITH ANDREWS
If his nomination is approved as a non-employee Director of the Company Keith
Andrews will receive compensation for his services in the amount of US$6,000 per
annum.
EMPLOYEE AGREEMENTS
MICHAEL JACKSON
In November 2000, the Company entered into an employment agreement with Michael
Jackson. The term of the agreement is one year, with the right of the Company to
terminate the agreement with thirty days written notice. Under the agreement,
for his services as CEO of the company, Mr. Jackson receives US$60,000 or 5% of
the Company's gross revenue whichever is greater. Mr. Jackson resigned as CEO on
September 15, 2001, and his employment contract terminated on December 31, 2001.
CHRISTA TAYLOR
In November 2000, the Company entered into an employment agreement with Christa
Taylor. The term of the agreement is one year, with the right of the Company to
terminate the agreement with thirty days written notice. Under the agreement,
for her services as CFO and President of the Company, Ms. Taylor receives a base
salary of US$45,331 per annum.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTIONS OF ALL
NOMINEES TO THE BOARD OF DIRECTORS NAMED ON THE ACCOMPANYING PROXY FORM.
PROPOSAL TWO- APPOINTMENT OF AUDITORS
Pannell Kerr Forster has been the Company's independent auditors since March
2000. Proposal No. 2 is to reappoint Pannell Kerr Forster as the Company's
independent public accountants for the fiscal year ending December 31, 2002. No
representative of Pannell Kerr Forster is expected to be present at the Annual
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF
PANNELL KERR FORSTER AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2002.
ACCOUNTING FEES
AUDIT FEES
Aggregate fees rendered for the audit of the Registrant's Annual Financial
Statements for the most recent fiscal year and the reviews of the Registrant's
Form 10QSB for that fiscal year totaled US$ 8,560.00.
FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES
The Company incurred no aggregate fees billed for professional services rendered
for Financial Information System Design and Implementation.
ALL OTHER FEES
The Company incurred no aggregate fees billed for services rendered by the
Principal Accountants other than the services covered under "Audit Fees" in this
section.
GENERAL
Any other business that may be lawfully brought before the Annual Meeting.
OTHER ITEMS
ANNUAL REPORT TO SHAREHOLDERS
The Company is forwarding to each beneficial shareholder as of May 14, 2002, a
copy of the Company's Annual Report based on the Registration Statement filed by
the Company on Form 10-KSB, as filed with the Securities Exchange Commission on
March 28, 2002, except exhibits thereto. However, shareholders who wish to
obtain copies of the exhibits, may by written request to the Company obtain a
copy of such exhibits upon payment of a reasonable fee the Company may impose
for providing such exhibits. Requests for copies of the Exhibits to the
Company's Form 10-KSB should be mailed to: Poker.com Inc., #210-1166 Alberni
Street, Vancouver, BC, V6E 3Z3, Attention: Christa Taylor
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires that the
Company's Executive Officers and Directors and persons who beneficially own more
than ten percent of the Company's Common Stock, file initial reports of stock
ownership and reports of changes in stock ownership with the Securities Exchange
Commission. Officers, Directors and greater than ten-percent owners are required
by applicable regulations to furnish the Company with copies of all section
16(a) forms that they file.
SHAREHOLDER PROPOSALS
In order for a shareholder's proposal to be considered for inclusion in the
Company's proxy materials for the 2002 Annual General Meeting of Shareholders,
the proposal must be received by the Company's President at the above address no
later than June 27, 2002, and must otherwise comply with the requirements of
Rule 14a-8 of the Securities Exchange Act of 1934 as amended.
Proposals of shareholders submitted for consideration at the Company's 2002
Annual General Meeting other than those submitted for inclusion in the Company's
proxy material pursuant to Rule 14a-8, must be delivered to the Company's
President no later than June 27, 2002. If such timely notice of a shareholder's
proposal is not given, then Company's Proxy Holder may exercise discretionary
voting authority to vote on the proposal when and if it is raised at the 2002
Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christa Taylor
----------------------------------------
CHRISTA TAYLOR, PRESIDENT
PROXY
POKER.COM INC.
#210-1166 ALBERNI STREET
VANCOUVER, BC V6E 3Z3
ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JULY 11, 2002
The undersigned shareholder hereby appoints Christa Taylor or Keith Andrews as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, or either of them, to represent and to vote as designated below, all of
the shares of common stock of Poker.com Inc. held on May 14, 2002, (the Record
Date) at the Company's Annual General Meeting to be held on July 11, 2002 at
1:00pm (Pacific Standard Time) at the Ramada Inn Bellingham, 215 Samish Way,
Bellingham, Washington 98225. I hope that you will be able to attend, and at
any continuation(s) or adjournment(s) thereof. The proposals listed below are
made by the Board of Directors.
1. ELECTION OF DIRECTORS
a. FOR all nominees listed below
(except as marked to the contrary below)
b. WITHHOLD AUTHORITY
to vote for all nominees listed below
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
[_] Keith Andrews
[_] Cecil Morris
2. APPOINT OF PANNELL KERR FORSTER AS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
a. FOR
b. AGAINST
c. ABSTAIN
3. The Proxies are authorized to vote, IN THEIR DISCRETION, upon such
other matters as may properly come before the meeting, provided the
Company did not have notice of such matter on or before May 14, 2002
(the record date).
This Proxy, when properly executed, will be voted in the manner
directed by the undersigned shareholder. IF NO DIRECTION IS GIVEN,
THEN THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR LISTED IN
PROPOSAL 1 AND FOR PROPOSALS 2 THROUGH 3.
Please sign exactly as your name appears on the records of the
Company's transfer agent. When shares are held jointly, each person
should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a Corporation,
please sign in the full corporate name by the President or other
authorized officer. If a partnership, please sign in the partnership
name by an authorized person.
DATED:____________________, 2002 ____________________________________
Name of entity which owns the shares
if other than an individual
____________________________________ ____________________________________
Signature (if signing individually) Signature of authorized signatory
____________________________________ ____________________________________
Additional signature if held jointly Title of authorized signatory