WHATSONLINE.COM, INC.
Suite 311 - 15 Wertheim Court
Richmond Hill, Ontario L4B 3H7
Telephone: 905-709-8240
May 15th, 2000
Dear Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
WhatsOnline.com, Inc. The meeting will be held at 1:00 p.m., local time, on June
30th, 2000 at Suite 311, 15 Wertheim Court, Richmond Hill, Ontario L4B 3H7.
Enclosed are the official notice of this meeting, a proxy statement and a form
of proxy.
At this meeting you will be asked to elect directors to serve until the next
annual meeting and ratify the selection of the Company's independent auditors
for 2000.
Please note that attendance at the Annual Meeting will be limited to
stockholders of record at the close of business on May 15th, 2000, and to guests
of the Company. If your shares are registered in your name and you plan to
attend the Annual Meeting, please bring the enclosed ballot with you to the
meeting. If your shares are held by a broker, bank or other nominee and you plan
to attend the meeting, please contact the person responsible for your account
regarding your intention to attend the meeting so they will know how you intend
to vote your shares at that time. Stockholders who do not expect to attend the
Annual Meeting in person may submit their ballot to the Management of the
Company at Suite 311, 15 Wertheim Court, Richmond Hill, Ontario L4B 3H7.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kesar S. Dhaliwal
- ---------------------
Kesar S. Dhaliwal
President & Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF WHATSONLINE.COM, INC.
TO BE HELD JUNE 30th, 2000
To the Stockholders of WhatsOnline.com, Inc.:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of WhatsOnline.com, Inc., a Nevada corporation (the
"Company"), will be held at Suite 311, 15 Wertheim Court, Richmond Hill,
Ontario, L4B 3H7, on the 30th day of June, 2000, at 1:00 p.m. (local time) for
the following purposes:
1. To elect three directors to the Board of Directors to serve until the
next Annual Meeting of Stockholders or until their respective
successors are duly elected and have qualified;
2. To authorize a name change to Callapro.com, Inc. and to amend the
articles of incorporation to reflect such change;
3. To authorize a two for one forward stock split in the Company's common
shares;
4. To ratify the appointment of Clancy and Co., P.L.L.C. as the Company's
independent auditor for the fiscal year ending December 31st, 2000;
5. To transact any and all other business that may properly come before
the Annual Meeting or any adjournment(s) thereof.
Pursuant to the Company's Bylaws (the "Bylaws"), the record date (the
"Record Date") for the determination of stockholders entitled to notice of and
to vote at such meeting or any adjournment(s) thereof shall be the close of
business on May 15th, 2000. Only holders of record of the Company's Common Stock
at the close of business on the Record Date are entitled to notice of and to
vote at the Annual Meeting. Shares can be voted at the Annual Meeting only if
the holder is present or represented by proxy. The stock transfer books will not
be closed. A copy of the Company's 1999 Annual Report to Stockholders, in the
form of the 10-KSB filed with the Securities and Exchange Commission, which
includes audited financial statements, has been included in this mailing to
stockholders. A list of stockholders entitled to vote at the Annual Meeting will
be available for examination at the offices of the Company for ten (10) days
prior to the Annual Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kesar S. Dhaliwal
- ---------------------
Kesar S. Dhaliwal,
President & Chief Executive Officer
Richmond Hill, Ontario May 15th, 2000
WHATSONLINE.COM, INC.
15 WERTHEIM COURT, SUITE 311
RICHMOND HILL, ONTARIO, L4B 3H7
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 30th, 2000
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
WhatsOnline.com, Inc., a Nevada corporation (the "Company"), to be voted at the
2000 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be
held on June 30th, 2000 at the time and place and for the purposes set forth in
the accompanying Notice of Annual Stockholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted FOR the election of the nominees listed
thereon, FOR a name change to Callapro.com, Inc., FOR a two for one forward
stock split in the Company's common shares, FOR the ratification of the
independent auditor, and in their discretion with respect to any other matters
that may properly come before the stockholders at the Annual Meeting.
The executive offices of the Company are located at, and the mailing
address of the Company is, Suite 311, 15 Wertheim Court, Richmond Hill, Ontario
L4B 3H7.
Management does not anticipate that any matters will be presented at the
Annual Meeting other than matters set forth in the Notice.
This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed on or about May 16th, 2000. The Company's Annual Report on Form
10-KSB (the "1999 Annual Report"), which serves as the Annual Report to
Stockholders, covering the Company's fiscal year ended December 31st, 1999, is
attached.
Any stockholder of the Company giving a proxy has the right to revoke their
proxy at any time prior to the voting thereof by voting in person at the Annual
Meeting, by delivering a duly executed proxy bearing a later date or by giving
written notice of revocation to the Company addressed to Kesar S. Dhaliwal,
President, Suite 311, 15 Wertheim Court, Richmond Hill, Ontario L4B 3H7; no such
written notice shall be effective, however, until such notice of revocation has
been received by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.00001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the 1999 Annual
Report, the Notice, this Proxy Statement, and the enclosed form of proxy, as
well as the cost of forwarding solicitation materials to the beneficial owners
of shares of Common Stock and other costs of solicitation, are to be borne by
the Company.
QUORUM AND VOTING
The record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting was the close of business on May 15th, 2000
(the "Record Date"). On the Record Date, there were 24,632,404 shares of Common
Stock issued and outstanding.
Each share of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting, and neither the Company's Certificate of
Incorporation (the "Certificate of Incorporation") nor its Bylaws allow for
cumulative voting rights. The presence, in person or by proxy, of the holders of
a majority of the issued and outstanding Common Stock entitled to vote at the
meeting is necessary to constitute a quorum to transact business. If a quorum is
not present or represented at the Annual Meeting, the stockholders entitled to
vote thereat, present in person or by proxy, may adjourn the Annual Meeting from
time to time without notice or other announcement until a quorum is present or
represented. Assuming the presence of a quorum, the affirmative vote of a
plurality of votes cast is required for the election of each of the nominees for
director. A majority of the votes represented and entitled to vote at the Annual
Meeting will be required for the approval of all other matters to be voted upon.
Abstentions and broker non-votes will each be counted towards the presence of a
quorum, but (i) will not be counted as votes cast and, accordingly, will have no
effect on the plurality vote required for the election of directors, and (ii)
will be counted as votes represented at the Annual Meeting and, accordingly,
will have the effect of a vote "against" all other matters to be acted upon.
Proxies in the accompanying form which are properly executed and returned
to the Company will be voted at the Annual Meeting in accordance with the
instructions contained in such proxies and, at the discretion of the proxy
holders, on such other matters as may properly come before the meeting. Where no
such instructions are given, the shares will be voted for the election of each
of the nominees for director and the ratification of Clancy and Co P.L.L.C. as
the independent auditor.
A stockholder that intends to present a proposal at the 2001 Annual Meeting
of Stockholders for inclusion in the Company's proxy statement and form of proxy
relating to such meeting must submit such proposal by January 31st, 2001. The
proposal must be mailed to the Company's offices at Suite 311, 15 Wertheim
Court, Richmond Hill, Ontario L4B 3H7.
SUMMARY
Callapro.com and Whatsonline.com are wholly owned online assets of
WhatsOnline.com, Inc. Callapro.com (www.callapro.com), is an online marketplace
providing expert advice and services to homeowners through a network of
qualified home improvement professionals, a comprehensive resource center, with
links to over 10,000 third party home- related web sites, informative feature
articles, and a broad suite of valuable proprietary tools.
Using our free quote service and comprehensive resource center, homeowners
visiting Callapro.com are able to intelligently find, select and work with home
improvement professionals. Professionals, who are members of Callapro.com's
professional network, are able to grow their business by responding to a
homeowner's request for a quote.
Whatsonline.com was developed as an aggregator and presentation portal for
targeted Internet streaming media content. Visitors to www.whatsonline.com are
able to access audio and video streamed news, entertainment, sports, fashion,
finance, medicine, technology, politics, religion and education online, along
with an array of additional offerings from leading content providers, worldwide.
The Company's 1999 Annual Report provides a review of the Company's
operations during the past year and is attached.
The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this Proxy Statement and the exhibits hereto.
The Meeting
Date, Time and Place of the Annual Meeting
- ------------------------------------------
The Annual Meeting of WhatsOnline.com, Inc. is scheduled to be held on June
30th, 2000, at 1:00 p.m. (local time) at Suite 311, 15 Wertheim Court, Richmond
Hill, Ontario L4B 3H7.
Record Date
- -----------
Only holders of record of shares of Common Stock at the close of business
on May 15th, 2000 are entitled to receive notice of and to vote at the Annual
Meeting.
Vote Required
- -------------
Assuming the presence of a quorum, the affirmative vote of a plurality of
votes cast is required for the election of each of the nominees for director. A
majority of the votes cast with a quorum present at the Annual Meeting will be
required for the approval of all other matters to be voted upon.
Accountants
- -----------
Clancy and Co. P.L.L.C. has been selected by the Company to act as its
independent auditor for 2000. It is not expected that the representatives of
Clancy and Co. P.L.L.C. will attend the Annual Meeting or be available to answer
questions from the stockholders.
Recommendations
- ---------------
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL
1"), FOR THE NAME CHANGE TO CALLAPRO.COM ("PROPOSAL 2"), FOR THE TWO FOR ONE
FORWARD SPLIT OF THE COMMON SHARES ("PROPOSAL 3") AND FOR THE RATIFICATION OF
THE APPOINTMENT OF CLANCY AND CO PLLC AS THE COMPANY'S INDEPENDENT AUDITOR FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000 ("PROPOSAL 4").
PROPOSAL NO. 1:
ELECTION OF BOARD MEMBERS
Nominees
- --------
The Company's Board of Directors is currently comprised of three directors.
Each of the nominees is presently a director of the Company. If so directed in
the enclosed proxy, the persons named in such proxy will vote the shares
represented by such proxy for the election of the following named nominees for
the office of director of the Company, to hold office until next annual meeting
of the stockholders or until their respective successors shall have been duly
elected and shall have qualified.
Information Concerning Nominees
- -------------------------------
Name Age Position Director/Officer Since
- ---- --- -------- ----------------------
Kesar S. Dhaliwal 38 President, CEO & Director December 1998
Harmel S. Rayat 38 Director& Chairman March 1996
Gursh Kundan 26 Treasurer, Secretary & Director April 1999
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.
Assuming the presence of a quorum, each of the nominees for director of the
Company requires for his election the approval of a plurality of the votes cast
by the shares of Common Stock entitled to vote at the Annual Meeting.
The Board of Directors regard all of the individuals being nominated to the
Board as extremely competent professionals with many years of experience in
different fields of endeavor, including sales and marketing, computer software,
internet, corporate finance and development. The Board feels that this
collective base of experience and knowledge is crucial in the overall
development of the Company's business.
Information Concerning Current Officers and Directors
- -----------------------------------------------------
The following narrative describes the positions held by the Company's
current officers and directors. During 2000, the Board met once and each board
member attended at least 75% of the board and committee meetings that were held
while they were in office.
KESAR S. DHALIWAL (Age 38) President and Chief Executive Officer, Director. Mr.
Dhaliwal has international business management experience in North America, Asia
and Europe. Between 1993 and just prior to joining WhatsOnline.com in December
1998, Mr. Dhaliwal lead two technology companies which developed and marketed
real time Internet based information technology platforms to financial services
institutions. From 1986 through 1993, Mr. Dhaliwal was the Chief Strategic
Officer and Investment Officer for a large multi-national Singapore based
conglomerate. His duties included expanding the company's diverse operations
into shipping, construction, hospitality and entertainment. From 1984 through
1986, Mr. Dhaliwal was president of an international hospitality company, where
he developed and executed the company's expansion strategy from North America to
Europe and Asia. Mr. Dhaliwal joined the Company as a director and its President
and Chief Executive Officer on December 1st, 1998.
HARMEL S. RAYAT (Age 38) Chairman, Director. Mr. Rayat has been in the venture
capital industry since 1981 and since January 1993 has been the president of
Hartford Capital Corporation, a company that provides financial consulting
services to emerging growth corporations. Mr. Rayat is also a Director of
EquityAlert.com, Inc. and Zeta Corporation. Mr. Rayat has served as a Director
of the Company since March 18th, 1996.
GURSH KUNDAN (Age 33), Secretary, Treasurer, Director. From 1996 to 1998, Mr.
Kundan was a senior vice president of Virtual Office Technologies, Inc. where he
was responsible for developing the technology for, and managing a service bureau
operation which administered financial service assets for financial planning
firms. Between 1991 and 1993, Mr. Kundan was self-employed as an information
technology consultant. Between 1993 and 1994, he worked for Financial Concept
Group Inc. as a marketing analyst. Between 1994 and 1995, he worked for North
American Trust Inc. as manager of operations. Between 1995 and 1996, he worked
for Laurentian Bank as a senior manager of dealer services. Mr. Kundan obtained
a Bachelor of Business Administration Degree from Simon Fraser University in
Business Administration. Mr. Kundan originally joined WhatsOnline.com on April
28, 1999 as Vice President of Corporate Development and was appointed as a
Secretary, Treasurer and a Director of the Company's on December 16th, 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, officers and persons who own
more than 10 percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("the Commission"). Directors, officers and greater than 10
percent beneficial owners are required by applicable regulations to furnish the
Company with copies of all forms they file with the Commission pursuant to
Section 16(a). Information is detailed in the Security Ownership or Management
and Principal Stockholders sections of this proxy.
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 1999 all filing requirements
applicable to its directors and executive officers were satisfied.
Director Compensation
- ---------------------
The Company's employees receive no extra pay for serving as directors.
Non-employee directors are reimbursed for any out-of-pocket meeting expenses and
are compensated with stock options.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
PROPOSAL NO. 2:
To authorize a name change to Callapro.com, Inc.
and to amend the articles of incorporation
to reflect such change.
Stockholders will be asked to approve a name change to Callapro.com, Inc.
in order to accurately reflect the Company's main business endeavor.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AUTHORIZATION OF A NAME CHANGE
TO CALLAPRO.COM, INC.
PROPOSAL NO. 3:
To authorize a two for one forward stock
split in the Company's common shares.
Stockholders will be asked to approve a two for one forward stock split in
the Company's common shares in order to improve trading liquidity. No formal
studies have geen done by management or any independant source.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF A TWO FOR ONE
FORWARD STOCK SPLIT IN THE COMPANY'S COMMON SHARES.
PROPOSAL NO. 4:
The ratification of the appointment of Clancy and Co. P.L.L.C.
as the Company's independent auditor
The Board of Directors has appointed Clancy and Co. P.L.L.C. as independent
auditors for the Company for the fiscal year ending December 31, 2000.
Stockholders are being asked to ratify this selection at the Annual Meeting.
It is not expected that the representatives of Clancy and Co. P.L.L.C will
attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF CLANCY AND CO. P.L.L.C. AS THE COMPANY'S INDEPENDENT AUDITOR.
Security Ownership of Management and Principal Stockholders
- -----------------------------------------------------------
The following table sets forth, as of April 25th, 2000, the beneficial
ownership of the Company's Common Stock by each nominee, director and executive
officer of the Company, each person known by the Company to beneficially own
more than 5% of the Company's Common Stock outstanding as of such date and the
executive officers and directors of the Company as a group.
Number of Shares
Person or Group of Common Stock Percent
- --------------- --------------- -------
Harmel S. Rayat (1) 8,541,200 36.7%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Kesar S. Dhaliwal (2) 2,400,000 9.7%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Gursh Kundan (2) 500,000 2.0%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Directors and Executive Officers 11,441,200 48.4%
as a group (3 persons)
Includes 300,000 shares which may be acquired pursuant to options granted and
exercisable under the Company's 1997 option plan and 241,200 shares held by
Tajinder Chohan, Mr. Rayat's wife. Additionally, other members of Mr. Rayat's
family hold 830,000 shares and 500,000 shares which may be acquired pursuant to
options granted and exercisable under the Company's 1997 option plan. Mr. Rayat
disclaims beneficial ownership of the shares beneficially owned by his wife and
other family members.
Includes 2,400,000 and 500,000 shares for Mssrs. K. Dhaliwal and G. Kundan,
which may be acquired pursuant to options granted and exercisable under the
Company's 1998 and 1997 option plans.
Voting Intentions of Certain Beneficial Owners and Management.
- --------------------------------------------------------------
The Company's directors and officers have advised the Company that they
will vote the 8,000,000 shares owned or controlled by them FOR each of the
Proposals in this Proxy Statement. These shares represented 32.5% of the
outstanding Common Stock of the Company as of April 25, 2000.
Remuneration and Executive Compensation
- ---------------------------------------
The following table shows, for the three-year period ended December 31,
1999, the cash compensation paid by the Company, as well as certain other
compensation paid or accrued for such year, to the Company's Chief Executive
Officer and the Company's other most highly compensated executive officers.
Except as set forth on the following table, no executive officer of the Company
had a total annual salary and bonus for 1999 that exceeded $100,000.
Summary Compensation Table
Securities
Underlying
Name and Options All Other
Principal Position Year Salary Bonus Other Granted Compensation
- ------------------ ---- ------ ----- ----- ------- ------------
Kesar S. Dhaliwal 1999 $ 76,712 $0 $0 0 $0
CEO, President, Director 1998 $0 $0 $0 2,400,000 $0
1997 $0 $0 $0 0 $0
Harmel S. Rayat 1999 $200,000 $0 $0 300,000 $0
Chairman, Director 1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0
Gursh S. Kundan 1999 $ 27,549 $0 $0 500,000 $0
Secretary, Treasurer, Director 1998 $0 $0 $0 0 $0
1997 $0 $0 $0 0 $0
STOCK OPTION GRANTS IN 1999
- ---------------------------
Shown below is further information regarding employee stock options awarded
during 1999 to the named officers and directors:
Number of % of Total
Securities Options
Underlying Granted to Exercise Expiration
Name Options Employees Price Date
- ---- ------- --------- ----- ----
Harmel S. Rayat 300,000 12% $1.00 2007
Gursh Kundan 500,000 20% $1.00 2007
AGGREGATED OPTION EXERCISES DURING 1999 AND YEAR-END OPTION VALUES
- ------------------------------------------------------------------
The following table shows certain information about unexercised options at
year-end with respect to the named officers and directors:
Common Shares
Underlying Value of Unexercised
Unexercised Options In-The-Money Options
on 12/31/99 on 12/31/99
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Kesar S. Dhaliwal 400,000 2,000,000 $20,000 $0
Harmel S. Rayat 300,000 $0 $0
Gursh Kundan 500,000 $0 $0
The value of the options is calculated using the fair market value of the
Company's Common Stock on December 31, 1999 ($1.05 per share) minus the exercise
price per share, of the in-the-money options, multiplied by the number of shares
subject to each option.
EMPLOYMENT CONTRACTS
- --------------------
The Company does not have any employment contracts with any of its officers
or employees.
RELATED TRANSACTIONS
- --------------------
The Company subleases 143.4 square feet of office space to EquityAlert.com,
Inc. for $250 Canadian per month until February 28, 2002. Mr. Harmel S. Rayat, a
director and majority shareholder of EquityAlert.com, is also a director and
majority shareholder of WhatsOnline.com. During 1999, the Company purchased
$264,627.46 Canadian of computer hardware and Internet equipment from a company
controlled by the wife of the Company's President and Chief Executive Officer.
This hardware and equipment was purchased at cost.
Copies of Form 10-KSB
- ---------------------
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Proxy Statement has been
delivered, on the written request of any such person, an additional copy of the
Company's most recent Form 10-KSB. Written requests for such copies should be
directed to Gursh Kundan, the Secretary of the Company, at Suite 311, 15
Wertheim Court, Richmond Hill, Ontario L4B 3H7. A copy of the Form 10-KSB which
serves as the Company's annual report is attached to this Proxy Statement.
WHATSONLINE.COM, INC.
15 WERTHEIM COURT, SUITE 311
RICHMOND HILL, ONTARIO, L4B 3H7
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
This proxy is solicited on behalf of the
Board of Directors of WhatsOnline.com, Inc.
The undersigned, a stockholder of WhatsOnline.com, Inc. (the "Company")
hereby constitutes and appoints each of Mr. Kesar S. Dhaliwal and Mr. Gursh
Kundan the attorney, agent and proxy of the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
and act with respect to all of shares of the Common Stock of the Company
standing in the name of the undersigned or in respect of which the undersigned
is entitled to vote, with all powers of the undersigned would process if
personally present at such meeting upon the following matters, and otherwise in
his discretion:
ITEM 1. To elect directors to serve until the next annual
meeting of stockholders or until their successors
are elected and have qualified.
FOR AGAINST ABSTENTION
--- ------- ----------
Mr. Kesar S. Dhaliwal [ ] [ ] [ ]
Mr. Gursh. Kundan [ ] [ ] [ ]
Mr. Harmel S. Rayat [ ] [ ] [ ]
ITEM 2. To authorize a name change to Callapro.com,
Inc. and to amend the articles of incorporation
to reflect such change.
FOR AGAINST ABSTENTION
--- ------- ----------
[ ] [ ] [ ]
ITEM 3. To authorize a two for one forward split in
the Company's common shares.
FOR AGAINST ABSTENTION
--- ------- ----------
[ ] [ ] [ ]
ITEM 4. To ratify the appointment of Clancy and Co
PLLC, as independent auditors of the Company
for the fiscal year ending December 31, 2000.
FOR AGAINST ABSTENTION
--- ------- ----------
[ ] [ ] [ ]
ITEM 5. To transact any such other business as may properly
come before the meeting or an adjournment (s) thereof.
If no direction is indicated, this proxy will be voted in the discretion of
the proxy holder. Please date, sign, and print your name on this proxy exactly
as your name appears on your stock certificate and return immediately to the
address printed above in the enclosed self-addressed stamped envelope.
DATED: _________________________ SIGNATURE: __________________________
NO. OF SHARES: __________________ PRINT NAME: _________________________