UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
| | 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 14a-12
NORTH AMERICAN NATURAL GAS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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 14(a)6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid
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| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act Rule
011(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NORTH AMERICAN NATURAL GAS, INC.
580 HORNBY STREET, SUITE 210
VANCOUVER, BRITISH COLUMBIA
CANADA V6C 3B6
TO THE STOCKHOLDERS OF NORTH AMERICAN NATURAL GAS, INC.:
Notice is hereby given that North American Natural Gas, Inc., a Washington
corporation, will be holding their Annual Meeting of Stockholders on August 12,
2003 at 11:00 a.m. local time at 580 Hornby Street, Suite 210, Vancouver,
British Columbia, Canada V6C 3B6.
You are cordially invited to attend.
The Notice of Annual Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign, and return
the enclosed proxy to assure that your shares will be represented. Your shares
cannot be voted unless you date, sign, and return the enclosed proxy or attend
the annual meeting in person.
The Board of Directors and management express their appreciation for your
continued support.
Very truly yours,
/s/ Jim Glavas
President
NORTH AMERICAN NATURAL GAS, INC.
580 HORNBY STREET, SUITE 210
VANCOUVER, BRITISH COLUMBIA
CANADA V6C 3B6
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 12, 2003
To the stockholders of North American Natural Gas, Inc.:
The Annual Meeting of Stockholders of North American Natural Gas, Inc. will be
held on August 12, 2003, at 11:00 a.m., local time, at 580 Hornby Street, Suite
210, Vancouver, British Columbia, Canada V6C 3B6, for the following purposes:
1. To elect directors, each to a one-year term or until his successor is
duly elected and qualified to positions on the Board of Directors.
Management has nominated the following persons for election at the
meeting:
Jim Glavas
Richard Achron
Dickson Coatsworth
2. To ratify and confirm the appointment of Manning Elliott Chartered
Accountants as auditors to the Company for fiscal year 2004;
Stockholders of record at the close of business on June 23, 2003, are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten days prior to the meeting, a complete list of the Stockholders
of Record on June 23, 2003, will be available at the address noted above, during
ordinary business hours, for examination by any Stockholder for any purpose
relating to the meeting.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Jim Glavas
President
IMPORTANT
Whether or not you plan to attend the meeting, please sign, date and return
promptly the enclosed proxy in the enclosed envelope. PROMPTLY SIGNING,
DATING AND RETURNING THE PROXY WILL SAVE THE COMPANY THE ADDITIONAL EXPENSE
OF FURTHER SOLICITATION. YOU MAY FAX YOUR PROXY TO THE COMPANY AT (604)
684-0342.
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PROXY STATEMENT
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This Proxy Statement is furnished to the stockholders of North American Natural
Gas, Inc. (the "Corporation" or the "Company") in connection with the
solicitation on behalf of our Board of Directors of proxies to be voted at the
Annual Meeting of Stockholders of the Company (together with any adjournments or
postponements thereof), for the purposes set forth in the accompanying Notice of
Annual Meeting, to be held on August 12, 2003. This Proxy Statement and the
accompanying proxy card were first mailed to our stockholders on or about July
10, 2003.
Proxies may be solicited by officers, directors and other employees of the
Company, none of whom will receive any additional compensation for their
services. Solicitation of proxies may be made personally, or by mail,
telephone, telegraph, facsimile or messenger. The cost of solicitation of
proxies will be borne by the Company. Arrangements may also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held of
record by such persons, and we may reimburse such custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in connection
with the solicitation.
All valid proxies received prior to the meeting will be voted. All shares
represented by a proxy will be voted, and where a Stockholder specifies a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made. If no choice is indicated on the
proxy, the Shares will be voted in favor of the election of the nominees for
director contained in this Proxy Statement, in favor of the other proposals
specified in the Notice of Meeting, and in the discretion of the proxy holders
on any other matter that comes before the meeting. A Stockholder giving a proxy
has the power to revoke his or her proxy, at any time prior to the time it is
voted, by delivery to the Secretary of the Company of either a written
instrument revoking the proxy or a duly executed proxy with a later date, or by
attending the meeting and voting in person.
The Company's Form 10-KSB for the year ended April 30, 2003 is enclosed with
this Proxy Statement.
YOU ARE HEREBY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY IN THE ACCOMPANYING ENVELOPE, OR BY FAX TO THE COMPANY
AT (604) 684-0342.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At our Annual Meeting, stockholders will act upon the matters outlined in the
Notice of Annual Meeting of Stockholders on the cover page of this proxy
statement, including the election of directors and ratification of auditors. In
addition, management will respond to appropriate questions from stockholders.
WHO IS ENTITLED TO VOTE AT THE MEETING?
Only stockholders of record of shares of Common Stock at the close of business
on June 23, 2003 (the "Record Date") will be entitled to vote at the Annual
Meeting. On the Record Date, 19,812,500 shares of Common Stock were issued and
outstanding. These shares of Common Stock were the only outstanding voting
securities of the Company. If you were a stockholder of record of shares of
Common Stock on that date, you will be entitled to vote all of the shares that
you held on that date at the Annual Meeting.
WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF OUR COMMON STOCK?
Each share of Common Stock is entitled to one vote on each proposal submitted to
stockholders. Stockholders of record may vote on a matter by marking the
appropriate box on the proxy.
WHO CAN ATTEND THE ANNUAL MEETING?
Any stockholder of record may attend the Annual Meeting.
WHAT CONSTITUTES A QUORUM?
The bylaws of the Company provides that a majority of the outstanding shares of
our Common Stock, represented in person or by proxy, shall constitute a quorum
for the transaction of business at the Annual Meeting. As of the Record Date,
19,812,500 shares of our Common Stock were outstanding. Thus, the presence, in
person or by proxy, of the stockholders of Common Stock representing at least
9,906,251 votes will be required to establish a quorum. Action on all matters
scheduled to come before the Annual Meeting, including the election of directors
and the ratification of independent auditors will be authorized by the
affirmative vote of the majority of shares present at the Annual Meeting and
entitled to vote on such matters. Abstentions will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum but as unvoted for purposes of determining the approval of any matter
submitted to the stockholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return it to
the Company, it will be voted as you direct. If you are a stockholder of record
and attend the Annual Meeting, you may deliver your completed proxy card in
person. "Street name" stockholders who wish to vote at the Annual Meeting will
need to obtain a proxy form from the institution that holds their shares.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy card, you may change your vote at
any time before the proxy is exercised by filing with the Secretary of the
Company either a notice of revocation or a duly executed proxy bearing a later
date. The powers of the proxy holders will be suspended if you attend the Annual
Meeting in person and so request, although attendance at the Annual Meeting will
not by itself revoke a previously granted proxy.
WHAT ARE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board of Directors. The recommendation of the Board of Directors is set
forth with the description of each item in this proxy statement. In summary, the
Board of Directors recommends a vote in favor of the proposed nominees for
directors and the ratification of independent auditors, all as described in
detail in this Proxy Statement.
The Company is not aware of any other business to be acted upon at the meeting.
If other business requiring a vote of the shareholders should come before the
meeting, the holders of the proxies will vote as recommended by the Board of
Directors, or, if no recommendation is given, in their own discretion.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some statements in this Proxy Statement may contain certain "forward-looking"
statements of management of the Company. Forward-looking statements are
statements that estimate the happening of future events are not based on
historical fact. Forward-looking statements may be identified by the use of
forward-looking terminology, such as "may", "shall", "will", "could", "expect",
"estimate", "anticipate", "predict", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information
have been compiled by our management on the basis of assumptions made by
management and considered by management to be reasonable. Our future operating
results, however, are impossible to predict and no representation, guaranty, or
warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. We cannot guarantee
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
PROPOSAL 1 - ELECTION OF DIRECTORS
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The Company's bylaws provide that the board of directors shall consist of not
less than one (1) and no more than six (6).
All of the nominees currently serve on the Company's Board of Directors. Each
nominee has been nominated to serve as a director for a term of one year or
until his successor is elected and qualified. Unless otherwise instructed, the
proxy holders will vote the proxies received by them for the election of the
three nominees named. Management expects that each of the nominees will be
available for election, but if any of them is not a candidate at the time the
election occurs, it is intended that the proxies will be voted for the election
of another nominee to be designated to fill any such vacancy by the Board of
Directors. If a quorum is present, the three nominees for the positions as
directors receiving the highest number of votes will be elected. Abstentions
and broker non-votes will have no effect on the vote, although abstentions and
broker non-votes will be counted as shares present for the purposes of
determining the presence of a quorum. The Board of Directors recommends a vote
"For" the nominees named. Each person nominated for election has agreed to
serve, and the Company is not aware of any nominee who will be unable or will
decline to serve as a director. The term of office for each person elected as a
director will continue until the next Annual Meeting of Stockholders or until
his successor has been elected and qualified, or until such director's earlier
death, resignation or removal.
Management has nominated the following persons for election at the meeting:
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NAME OF NOMINEE AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
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Jim Glavas 40 July 19, 2002
Independent Consultant
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Richard Achron 60 May 22, 2003
President and sole shareholder - Kingman Industries Ltd.
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Dickson Coatsworth 33 May 22, 2003
Activities Director-Clayoquot Wilderness Resort
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Jim Glavas, 40 - Jim Glavas graduated from the Financial Management program at
the British Columbia Institute of Technology in Vancouver, Canada in 1984. From
there, he spent several years in the banking industry as a leasing administrator
with First City Trust. In 1990, he changed career direction to become the
General Sales Manager for Western Canada for Contour Distributors, a leading
supplier and distributor of "top-of-the-line" appliances and high-end solid
surface products.
In April 1996, Mr. Glavas purchased the exclusive Avonite solid surface
countertops distribution rights for Western Canada and formed DG Pacific
Distribution Ltd. As President and owner of DG Pacific, he was solely
responsible for its strong year after year growth increasing its customer base
over 350% in three years and further multiplying its sales over the last two
years. In January 2001, DG Pacific Distribution Ltd. acquired the national
distribution rights for two prominent product lines in the countertop industry.
Mr. Glavas sold DG Pacific Distribution Ltd. in December 2002 and
currently works as an independent consultant in development and market
penetration for the counter top industry.
Richard Achron, 60 - Richard Achron is a self-employed businessman with over 40
years experience in the retail/wholesale and manufacturing industry. He spent a
number of years working for major Canadian corporations in sales, sales
management and as a branch manager. These corporations included Philips
Electronics, White-Westinghouse, Canadian Admiral Corporation and Sanyo
Electronics. Since February 1989 he has been President and sole shareholder of
Kingman Industries Ltd., a manufacturing business located in Vancouver, Canada.
Kingman Industries Ltd. distributes strip curtains, air doors and other products
to the food industry. His customer base includes major food chains such as
Canada Safeway, Overwaitea Food Group and Superstore/Loblaws.
Since September 2000, and concurrent to running Kingman Industries, Mr. Achron
is also the President and a Director of Oban Mining Inc., an exploration stage
company listed on the OTC-BB.
Dickson Coatsworth, 33 - Dickson Coatsworth attended Fanshawe College in London,
Ontario in the specialized field of Radio Broadcasting. From 1993 he produced
radio shows on CJBX FM (BX93), a country radio station in London, Ontario,
Canada. From 1995 to 1999 Mr. Coatsworth was employed by the Bayshore
Broadcasting Corporation as music director and morning show host for MIX 106 in
Owen Sound, Ontario, Canada while concurrently hosting several charity events
such as the Annual Christmas Toy Drive and Coats for Kids Campaign.
From 1999 to 2000 he was with Chorus Entertainment, Magic 106.1 in Guelph,
Ontario, Canada as morning show host and Master of Ceremonies for several public
events and fundraisers such as Police Service Awards and the United Way
Campaign. Since he relocated to British Columbia in 2000, Mr. Coatsworth has
been Director of Activities at Clayoquot Wilderness Resort.
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
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The Board of Directors requests that the stockholders ratify its selection of
Manning Elliott, Chartered Accountants, as independent auditors for the fiscal
year ended April 30, 2004. Manning Elliott has been the Company's auditors
since inception March 24, 2000. Services provided to Company during the year
ended April 30, 2003 included the audit of the Company's financial statements as
of and for the year ending April 30, 2003, review of the Form10KSB and review of
the Company's financial statements included in the quarterly reports on Form
10QSB for the year ending April 30, 2003.
Audit Fees - The aggregate fees billed for profession services rendered for the
audit of the Company's annual financial statements for the fiscal year ended
April 30, 2003 and the reviews of the financial statements included in the
Company's Forms 10-QSB was Six Thousand Five Hundred Dollars ($6,500).
The Board of Directors recommends that if a quorum is present, the above
ratification must be approved by not less than a majority of the votes cast by
the stockholders of the Company who, being entitled to do so, vote in person or
by proxy at the Meeting. Abstentions will be counted as votes cast against the
proposal, and broker non-votes will not be counted as cast and will have no
effect on the result of the vote, although they will be counted as shares
present for the purposes of determining the presence of a quorum.
In the event shareholders do not ratify the appointment, another firm of
certificated public accountants will be selected as independent auditors by the
Board of Directors.
Representatives of Manning Elliott are expected to be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" the ratification of the section
of Manning Elliott as independent auditors for fiscal year 2004.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of our Common Stock owned, as of June 23, 2003, by:
- the holders of more than 5% of our Common Stock;
- each of our directors;
- our executive officers; and
- all directors and executive officers of our company as a group.
As of June 23, 2003, an aggregate of 19,812,500 shares of our Common Stock were
issued and outstanding. For purposes of computing the percentages under this
table, it is assumed that all options and warrants to acquire our Common Stock
which have been issued to the directors, executive officers and the holders of
more than 5% of our Common Stock and are fully vested or will become fully
vested within 60 days of the date of this Annual Report have been exercised by
these individuals and the appropriate number of shares of our Common Stock have
been issued to these individuals.
SHARES OF COMMON STOCK BENEFICIALLY OWNED
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NAME OF BENEFICIAL OWNER BENEFICIAL PERCENTAGE OF
OWNERSHIP (1) OUTSTANDING SHARES
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Jim Glavas 12,312,500 62.14%
2366 West 12th Avenue
Vancouver, British Columbia
Canada V6K 2N9
President and Director
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Richard Achron Nil 0.00%
11960 Hammersmith Way, #155
Richmond, British Columbia
Canada V7A 5C9
Director
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Dickson Coatsworth Nil 0.00%
390 Main Street
Tofino, British Columbia
Canada V0R 2Z0
Director
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Coreena Hansen Nil 0.00%
#29-355 Duthie Avenue
Burnaby, British Columbia
Canada V5A 2P3
Secretary
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All directors and executive officers as a group hold 12,312,500 common shares
representing 62.14% (4 persons)
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. Unless otherwise noted, we
believe that all persons named in the table have sole voting and
investment power with respect to all shares of our Common Stock
beneficially owned by them.
BIOGRAPHY
See biography under "Proposal 1 - Election of Directors"
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the best knowledge of the Company, all directors, officers and persons who
beneficially owned more than ten percent of the Company's common stock filed
timely reports in compliance with Section 16(a).
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation paid by the
Company for services rendered in all capacities during the year ended April 30,
2003 to the Chief Executive Officer and the other most highly compensated
executive officers.
SUMMARY COMPENSATION TABLE
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LONG-TERM
COMPENSATION
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION ANNUAL COMPENSATION OPTIONS (NO.
YEAR SALARY BONUS OF SHARES)
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Jim Glavas 04/30/03 0 0 0
CEO, President, Director 04/30/02 n/a n/a n/a
04/30/01 n/a n/a n/a
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Harry J. Briscoe 04/30/03 0 0 0
Former CEO, President, Director 04/30/02 n/a n/a n/a
04/30/01 n/a n/a n/a
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Frank A. Roberts 04/30/03 n/a n/a n/a
Former CEO, President, Director 04/30/02 0 0 0
04/30/01 0 0 0
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OPTION/SAR GRANTS IN FISCAL YEAR 2003
No individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made to any
executive officers or any directors since the Company's inception. Accordingly,
no stock options have been exercised by officers or directors in fiscal 2003.
LONG-TERM INCENTIVE PLAN AWARDS
The Company does not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance to occur over a
period longer than one fiscal year, whether such performance is measured by
reference to the Company's financial performance, stock price or any other
measure.
COMPENSATION OF DIRECTORS
Larry Bishop, a former director was paid $5,000 for his services as an
independent director of the Company for the fiscal year ended April 30, 2003.
There are no other standard arrangements pursuant to which the Company's
directors are compensated for services provided as directors.
EMPLOYMENT CONTRACTS
The Company does not have any employment contracts.
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors was responsible for establishing compensation policy and
administering the compensation programs of the Company's executive officers.
The Company had no standing audit, nominating or compensation committees, the
Board of Directors assumed responsibility for those functions.
ADDITIONAL INFORMATION
The Corporation will furnish without charge to any stockholder, upon written or
oral request, any documents filed by the Corporation pursuant to the Securities
Exchange Act. Requests for such documents should be addressed to North American
Natural Gas, Inc., #210-580 Hornby Street, Vancouver, British Columbia, Canada
V6C 3B6. Documents filed by the Corporation pursuant to the Securities Exchange
Act may be reviewed and/or
obtained through the Securities and Exchange Commission's Electronic Data
Gathering Analysis and Retrieval System, which is publicly available through the
Securities and Exchange Commission's web site (http://www.sec.gov).
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
In order for business to be properly brought by a stockholder before an annual
meeting, notice must be delivered or mailed by the stockholder and received by
the Company no less than 120 calendar days prior to the one year anniversary of
the date the Company's proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders. Any
proposal of a stockholder intended to be presented at the Company's next Annual
Meeting of Stockholders must conform to the applicable proxy rules of the
Securities and Exchange Commission concerning the submission and content of
proposals and must be received in writing by the Secretary of the Company.
FORM 10-KSB AND ANNUAL REPORT
The Company filed a Form 10-KSB with the Securities and Exchange Commission on
or about July 3, 2003 and a copy is enclosed herewith.
OTHER MATTERS
The Board of Directors knows of no business that will be presented for
consideration at the Annual Meeting other than that shown above. However, if any
business shall properly come before the Annual Meeting, the persons named in the
enclosed proxy or their substitutes will vote the proxy in respect of any such
business in accordance with their best judgment pursuant to the discretionary
authority conferred thereby.
June 25, 2003
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ADDRESSED ENVELOPE OR BY FAX TO THE COMPANY AT (604) 684-0342.
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PROXY
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS OF
NORTH AMERICAN NATURAL GAS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
The undersigned hereby appoints Jim Glavas, and failing him,____________,
and each of them, with full power of substitution, as proxies to vote the
shares, which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on August 12, 2003 and at any adjournment thereof.
Please provide the following information so that your shares are voted on time:
1. Shareholder's name: ______________________________________________________
2. Name of brokerage firm or bank that holds the shares of North American
Natural Gas, Inc. (if not held directly):
__________________________________________________________________________
3. Account number at brokerage firm or bank: ________________________________
4. Address of brokerage firm or bank: _______________________________________
__________________________________________________________________________
5. Name of contact person at brokerage firm or bank: ________________________
6. Telephone number of contact person at brokerage firm or bank: ____________
7. Fax number of contact person at brokerage firm or bank: __________________
(Continued and to be signed on the reverse side)
FOR NOT FOR FOR AGAINST ABSTAIN
1. Election of Directors: 2 Ratification and confirmation of
appointment of Manning Elliott as [_] [_] [_]
- - Jim Glavas [_] [_] auditors.
- - Richard Achron [_] [_]
- - Dickson Coatsworth [_] [_]
Except vote withheld from
following nominee(s) listed in
space at right
I plan to attend the meeting. [_]
This proxy, when properly signed
will be voted in the manner directed
herein by the undersigned
shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF
THE NOMINEES NAMED IN
PROPOSAL 1 AND FOR
PROPOSAL 2.
IMPORTANT - PLEASE SIGN
AND RETURN THIS PROXY
PROMPTLY. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
Signature(s) ______________________________ Dated _____________________________