1
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:
2
POKER.COM
THE ULTIMATE GAMING CONNECTION
630 - 1188 W. GEORGIA ST, VANCOUVER BC V6E 4A2
TELEPHONE: 604-689-5998 FAX: 604-689-8988
July 31, 2003
Dear Shareholder:
On behalf of the Board of Directors (the "Board") of Poker.com, Inc. (the
"Company") I take this opportunity to invite you to the Annual General Meeting
of Shareholders (the "Annual Meeting") to be held on TUESDAY SEPTEMBER 9, 2003,
at 2:00 P.M., Pacific Standard Time (PST) at the Bellingham Cruise Terminal,
Conference Room B - 355 Harris Avenue, Bellingham, WA. Members of the Company's
management team will also be present to answer any of your questions at the
completion of the meeting.
At the Annual Meeting, shareholders will be asked to:
(i) Consider and vote for the election of Directors;
(ii) Approve the appointment of the firm of Pannell Kerr Forster,
Independent Certified Public Accountants, to act as the Company's
independent auditors;
(iii) Approve changing the name of the Company from POKER.COM, INC. to
LEGALPLAY, INC.
(iv) Any other business that may be lawfully brought before the Annual
Meeting.
The foregoing items are explained in further detail contained in the Proxy
Statement attached.
We note that only Shareholders of Record at the close of business on July 30,
2003 will be entitled to the 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 be able to attend the Annual Meeting. Should you not be able to
attend the Annual Meeting we ask that you please complete, date and sign the
enclosed proxy form and return it to our offices at: #630 - 1188 W. Georgia St.,
Vancouver, British Columbia, Canada, V6E 4A2, Attention: Mark Glusing or by fax
at (604) 689-8988. You may still attend the Annual Meeting and vote in person
even though you may have previously returned your proxy form to our offices.
In order to assist the Company in making arrangements for the Annual Meeting,
please notify Daniela Milea at (604) 689-5998 or fax (604) 689-8988 prior to
SEPTEMBER 3, 2003 if you plan to attend in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mark Glusing
---------------------------------------
MARK GLUSING, PRESIDENT
3
POKER.COM, INC.
SUITE 630, 1188 W. GEORGIA ST.
VANCOUVER, BC
V6E 4A2
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 (the
"Annual Meeting") of Poker.com, Inc. (the "Company") will be held on Tuesday
September 9, 2003 at 2 p.m. Pacific Standard Time (PST), at the Bellingham
Cruise Terminal, Conference Room B - 355 Harris Avenue, Bellingham, WA.
At the Annual Meeting, shareholders will be asked to: (i) Consider and vote for
the election of Directors; (ii) Approve the appointment of the firm Pannell
Kerr Forster, Independent Certified Public Accountants, to act as the Company's
independent auditors; (iii) Approve changing the name of the Company from
POKER.COM, INC. to LEGALPLAY, INC.; (iv) Any other business that may be lawfully
brought before the Annual Meeting.
The forgoing items are explained in further detail in the Proxy Statement
accompanying this Notice.
Only Shareholders of Record at the close of business on July 30, 2003 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 vote per share
at the meeting.
The election of Directors will be determined by plurality vote. The approval of
the appointment of the Company's auditors and changing of the Company's
corporate name will require the affirmative votes of a majority of the voting
shares of the Company. These votes will be cast at the Annual Meeting and may
comprise of either the shareholder being present at the meeting of by way of
proxy as set out by the Articles of Incorporation.
To assist the Company in making arrangements for the meeting, please notify the
Company by telephone (604) 689-5998 or Fax (604) 689-8988 prior to SEPTEMBER 3,
2003 if you plan to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mark Glusing
---------------------------------------
MARK GLUSING, PRESIDENT
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 SAVE THE COMPANY THE EXPENSE OF ADDITIONAL
REQUESTS FOR PROXIES.
4
POKER.COM, INC.
SUITE 630, 1188 W. GEORGIA
VANCOUVER, BC
V6E 4A2
- --------------------------------------------------------------------------------
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") The Annual Meeting will be held on Tuesday September 9, 2003, at 2
p.m. Pacific Standard Time (PST), at the Bellingham Cruise Terminal, Conference
Room B - 355 Harris Avenue, Bellingham, WA. 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 July 30,
2003.
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 2004 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 Appoint the firm of Pannell Kerr Forster, Independent
Certified Public Accountants, to act as the Company's auditors for the 2003
fiscal year. (See "PROPOSAL TWO - APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS) and;
3. PROPOSAL NO. 3 Approve changing the name of the Company from POKER.COM,
INC. to LEGALPLAY, INC. (See "PROPOSAL THREE - CHANGING OF THE COMPANY
NAME) and;
4. GENERAL. Any other business that may be lawfully brought before the Annual
Meeting. (See "GENERAL MATTERS")
The Board of Directors recommends that shareholders vote FOR all nominees for
Director listed in Proposal No. 1 and FOR Proposal Nos. 2 through 4.
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INFORMATION CONCERNING PROXY SOLICITATION AND VOTING
VOTING RIGHTS
The outstanding voting shares of the Company on June 26, 2003, was 25,425,000
----------
SHARES of Common Stock, par value $0.001 per share ("Common Stock"). Holders of
- ------
Common stock at the close of business on July 30, 2003 (the record date), will
be entitled to one vote per share of common stock held at the Annual Meeting.
VOTING AND REVOCATION OF PROXIES
By completing and returning the accompanying proxy form, the shareholder
authorizes the Company President, Mark Glusing, or in his place Keith Andrews,
as designated on the face of the proxy for (the "Proxy Holder"), to cast votes
for all shares held by the shareholder. All proxies that are returned properly
signed and dated to the Company by the specified date 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 as
follows:
1. FOR the election of the persons nominated as directors; and
2. FOR the appointment of Pannell Kerr Forster, Independent Certified
Public accountants as the Company's auditors for the 2003 fiscal year;
and
3. FOR the change of the Company's name from POKER.COM, INC. to
LEGALPLAY, INC.
4. 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 July 30, 2003 (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 a vote to be taken. Under Florida law and the Company's certificate
of Incorporation and Bylaws, a quorum will be present if a majority of the votes
entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter. Abstentions and broker non-votes
will be counted for the purpose of determining whether a quorum is present at
the Annual Meeting.
With respect to PROPOSAL NO. 1, the Directors will be elected by a plurality of
the shares present in person or by proxy and voting at the Annual Meeting.
Under this proposal votes may be cast in favour of the nominees or be withheld.
Votes that are withheld will be excluded entirely from the vote and will have no
effect.
With respect to PROPOSAL NO. 2, the appointment of Pannell Kerr Forster,
Independent Certified Public Accountants, to act as the Company's auditors will
require the affirmative vote of a majority of the votes cast at the Annual
Meeting. Any abstentions and broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
6
With respect to PROPOSAL NO. 3, the change of name of the Company will require
the affirmative vote of a majority of the votes cast at the Annual Meeting. Any
abstentions and broker non-votes will not be counted for purposes of determining
whether the proposal has been approved
With respect to PROPOSAL NO. 4, any other business of the Company that may
lawfully be brought before the Meeting will be voted on by the Proxy Holder at
his/her discretion.
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 tables set forth information relating to the Security of Ownership
of Certain Beneficial Owners and management as at June 26, 2003. In particular
the tables set out what:
(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 July 30, 2003. 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.
7
- -----------------------------------------------------------------------------------------
AMOUNT AND NATURE
CLASS OF SHARES NAME AND ADDRESS OF BENEFICIAL PERCENT OF CLASS OF
OF BENEFICIAL OWNER OWNERSHIP SHARES
- -----------------------------------------------------------------------------------------
Common CEDE & Co. 12,528,645 49.28%
PO Box 222
Bowling Green Stat
New York, NY 10274
- -----------------------------------------------------------------------------------------
Common (1) Liz Bryce 2,403,400 9.45%
- -----------------------------------------------------------------------------------------
Common Blue Diamond International Inc. 3,000,000 11.80%
1st Floor no.8 Pictet
De Roche 1207
Geneva
- -----------------------------------------------------------------------------------------
Common Pokersoft Corporation 3,000,000 11.80%
A V V
7Abraham De
Veerstraat Po
Bocuraco Netherlands
- -----------------------------------------------------------------------------------------
Common (2) Mark Glusing 875,000 3.44%
- -----------------------------------------------------------------------------------------
Common (3) Keith Andrews 0 0%
- -----------------------------------------------------------------------------------------
Common (4) Cecil Morris 0 0%
- -----------------------------------------------------------------------------------------
Total Common Shares Outstanding 25,425,000 100%
Common All Directors and Executives 875,000 3.44%
as a Group
--------------------------------------------------------------------------
<FN>
- ----------------------------
(1) LIZ BRYCE OWNS 1,297,900 SHARES THROUGH HER COMPANY ALA CORP. AND COLLECTIVELY
WITH HER PARENTS OWNS 2,403,400 SHARES OF 9.45% OF THE ISSUED SHARES OF THE
COMPANY.
(2) PRESIDENT AND ACTING CFO OF THE COMPANY. 875,000 SHARES HELD DIRECTLY.
300,000 OPTIONS HELD INDIRECTLY.
(3) DIRECTOR OF THE COMPANY. NO SHARES HELD DIRECTLY, 200,000 OPTIONS HELD
INDIRECTLY.
(4) DIRECTOR OF THE COMPANY. NO SHARES HELD DIRECTLY, 200,000 OPTIONS HELD
INDIRECTLY.
8
PROPOSAL ONE- ELECTION OF DIRECTORS
NOMINEES
A Board of two directors will be elected at this year's meeting, with each
director designated to serve a one year term. All nominees were elected by the
shareowners at the last 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
- ---------------------------------------------------------------
Mark Glusing 32 President & Acting 2002
CFO
- ---------------------------------------------------------------
Cecil Morris 71 Director 2000
- ---------------------------------------------------------------
Keith Andrews 42 Director 2001
- ---------------------------------------------------------------
No family relationships exist amongst any of the Directors or Officers. All
Directors shall hold office until the next Annual Meeting of Shareholders in
2004 or until their successors are duly elected and qualified. Officers serve
at the pleasure of the Board of Directors.
A brief summary of the principal occupations of each of the Executive Officers
and Directors named above for the past five (5) years are as follows:
MARK GLUSING is the President and acting CFO of the company. Mr. Glusing has a
strong background in international business management and finance and
previously was a director and the Chief Operating Officer of Immune Network
Ltd., a publicly traded biotech company, and is a former director of BC Research
Inc., a technology incubator based in Vancouver. Mr. Glusing recently resigned
as a director of publicly traded Pan Asia Communications Inc. and currently is a
director of 649.com Inc. and is President and a director of the Company's wholly
owned SkillPoker.com, Inc.
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 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.
CECIL MORRIS is a retired, freelance business consultant based in Cape Town,
South Africa with expertise in software programming and electronics development.
Mr. Morris assisted a number of technology companies based in South Africa and
internationally during his career.
STANDING AUDIT COMMITTEE
The Company does not presently have an appointed Standing Audit Committee.
BOARD MEETINGS
The Board of Directors did not meet in person for the fiscal year ending
December 31, 2002. All authorizations, approvals and ratifications were provided
by unanimous written consent orders by each director in fiscal year 2002.
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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, 2002.
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.
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SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -----------------------------------------------------------------------------------------------------------------
Name and Year Salary Bonus Other Annual Restricted Securities LTIP All Other
Principal ($) ($) Compen- Stock Underlying Pay outs Compen-
Position sation ($) Awards Options/ ($) sation ($)
SARS (#)
- -----------------------------------------------------------------------------------------------------------------
Charlo Barbosa 12/31/00 $0.00 $0.00 $0.00 0 210,000/0 $0.00 $33,409
Former
President,
COO and
Director(5)
- -----------------------------------------------------------------------------------------------------------------
Michael 12/31/02 $0.00 $0.00 $0.00 0 0/0 $0.00 $146,158
Jackson 12/31/01 $0.00 $0.00 $0.00 0 0/0 $0.00 $91,671
Former 12/31/00 $0.00 $0.00 $0.00 0 300,000/0 $0.00 $37,500
President,
CEO, Secretary
and Director(6)
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Christa Taylor 12/31/02 $45,265 $0.00 $0.00 0 0/0 $0.00 $0.00
Former 12/31/01 $45,331 $0.00 $0.00 0 300,000/0 $0.00 $0.00
President, 12/31/00 $35,000 $0.00 $0.00 0 0/0 $0.00 $0.00
CFO, Secretary
and Director(7)
- -----------------------------------------------------------------------------------------------------------------
Mark Glusing 12/31/02 $ 3,945 $0.00 $0.00 0 0/0 $0.00 $0.00
President(8)
- -----------------------------------------------------------------------------------------------------------------
<FN>
- ----------------------------
(5) Mr. Barbosa resigned as officer and as a director on November 2, 2000. All other
compensation paid was for management services.
(6) Mr. Jackson was appointed CEO, Secretary and elected to the Board of Directors
on July 16, 1999. He resigned as Secretary on November 2, 2000 and maintained
the offices of President and CEO in addition to his position on the Board of
Directors. In September 2001, Mr. Jackson resigned as CEO and as a director.
On the resignation of Ms. Taylor in November 2002, Mr. Jackson was again
appointed to the offices of President and CEO. He resigned on December 13, 2002
on the appointment of Mr. Glusing as President. All other compensation paid was
to a company wholly owned by Mr. Jackson and was for management services.
(7) Ms. Taylor was initially appointed as our CFO and Secretary in November 2000.
She was appointed to the Board of Directors on November 2, 2000. In September
2001, Ms. Taylor resigned as CFO and director and was reappointed CFO and also
President. In November 2002, Ms. Taylor resigned as President and CFO.
(8) Mr. Glusing was appointed President on December 13, 2002. Mr. Glusing will
receive US$71,242 in 2003 as his annual salary.
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STOCK OPTION GRANTS AND AGGREGATED STOCK OPTION/SAR EXERCISES
The Company granted no stock options or stock appreciation rights ("SARs") to
the named Executive Officers in the last fiscal year. The following table sets
forth the aggregated Common Stock Options exercised by the named Executive
Officers in the last fiscal year and the year-end value of unexercised options:
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 2002
AND FISCAL YEAR-END OPTION VALUES
- ---------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED IN-THE-
SHARES VALUE NUMBER OF UNEXERCISED MONEY OPTIONS/SARS AT FISCAL
NAME ACQUIRED ON REALIZED OPTIONS/SARS AT FISCAL YEAR-END (#) YEAR-END ($)
EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------
MICHAEL JACKSON, 0 0 300,000/ $0.00
FORMER PRESIDENT, 0
CEO, SECRETARY
AND DIRECTOR
- ---------------------------------------------------------------------------------------------------------------
CHRISTA TAYLOR, 0 0 0*/ $0.00
FORMER PRESIDENT, 0
CFO, SECRETARY
AND DIRECTOR
- ---------------------------------------------------------------------------------------------------------------
MARK GLUSING, 0 0 0/ $0.00
PRESIDENT 0
- ---------------------------------------------------------------------------------------------------------------
<FN>
* Ms. Taylor resigned as President and CFO on November 22, 2002, and her options were cancelled on December 23,
2002.
DIRECTOR COMPENSATION
All non-employee directors of the Company received compensation for their
services in the amount of $6,000 per annum per person for the fiscal year 2002.
EMPLOYEE AGREEMENTS
There were no employee agreements entered into during fiscal year 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No family relationships exist amongst any of the Directors and during fiscal
year 2002 there were no relationships or Related transactions that occurred.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTIONS OF ALL
NOMINEES TO THE BOARD OF DIRECTORS NAMED ON THE ACCOMPANYING PROXY FORM.
PROPOSAL TWO- APPOINTMENT OF INDEPENDENT AUDITORS
Pannell Kerr Forster, Independent Certified Public Accountants, have served as
the Company's independent auditors since March 2000. The Board of Directors
wishes to reappoint Pannell Kerr Forster as the Company's independent auditor
for the fiscal year ending December 31, 2002. No representative of Pannell Kerr
Forster is expected to be present at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF
PANNELL KERR FORSTER, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.
11
ACCOUNTING FEES
AUDIT FEES
Aggregate fees rendered for the audit of the Registrant's Annual Financial
Statements for the most recent fiscal year and the reviews of the Registrant's
Form 10QSB for that fiscal year totaled US$ 11,343.
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.
PROPOSAL THREE - CHANGING OF THE COMPANY NAME
In January 2003, the Company acquired the rights to a provisional patent for the
method of determining skill in a tournament setting which would enable us to
initiate the development of an on-line game of skill poker. The Company also
entered into an agreement with Pokersoft Corporation A.V.V. for the development
of software using the skill based system of our patent pending technology.
As such, our strategy is to enter into the on-line skill based gaming business
through our subsidiary corporation SkillPoker.com, Inc., and to operate skill
based tournaments in the United States and in Canada.
In addition, on December 6, 2002, the owner of the URL, Ala Corp, re-directed
the URL www.poker.com to another website which effectively terminated our use of
-------------
the URL and our ability to earn revenue from the URL. We are currently in
litigation to recover the use of the URL.
The Board of Directors felt that with this new business direction of an online
skill based gaming business coupled with the continuing litigation, it would be
suitable that the Company's name better reflect the Company's vision.
Therefore, with shareholder approval we propose that the existing name of
Poker.com, Inc., be changed to LEGALPLAY, INC. or similar such name based on the
approval from the authorities in Florida.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE CHANGING THE NAME OF THE
COMPANY FROM POKER.COM, INC. TO LEGALPLAY, INC. OR SUCH OTHER NAMES AS APPROVED
BY LOCAL AUTHORITIES.
PROPOSAL FOUR - GENERAL MATTERS
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 July 30, 2003, a
copy of the Company's Annual Report based on the Registration Statement filed by
the Company on Form 10-KSB(A), as filed with the Securities Exchange Commission
on April 16, 2003, 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
12
exhibits. Requests for copies of the Exhibits to the Company's Form 10-KSB(A)
should be mailed to: Poker.com Inc., Suite 630, 1188 W. Georgia , Vancouver, BC,
V6E 4A2 Canada, Attention: Mark Glusing.
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 2003 Annual General Meeting of Shareholders,
the proposal must be received by the Company's President at the above address no
later than August 29, 2003, 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 2003
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 August 29, 2003. 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 2003 Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mark Glusing
---------------------------------------
MARK GLUSING, PRESIDENT
13
PROXY
POKER.COM, INC.
SUITE 630, 1188 W. GEORGIA
VANCOUVER, BC V6E 4A2
ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
TUESDAY SEPTEMBER 9, 2003
The undersigned shareholder hereby appoints Mark Glusing 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 July 30, 2003, (the Record
Date) at the Company's Annual General Meeting to be held on SEPTEMBER 9, 2003 at
2:00pm (Pacific Standard Time) at the Bellingham Cruise Terminal, Conference
Room B - 355 Harris Avenue, Bellingham, WA. 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, 2003.
a. FOR
b. AGAINST
c. ABSTAIN
3. APPROVE CHANGING THE NAME OF THE COMPANY FROM POKER.COM, INC. TO
LEGALPLAY, INC. OR SUCH OTHER NAMES AS APPROVED BY LOCAL AUTHORITIES.
a. FOR
b. AGAINST
c. ABSTAIN
4. 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 July 30, 2003
(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.
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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:________________________, 2003 _______________________________________
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