ENTHEOS TECHNOLOGIES, INC.
Suite 311 - 15 Wertheim Court
Richmond Hill, Ontario L4B 3H7
Telephone: 905-709-8240
May 30th, 2001
Dear Stockholders:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders of
Entheos Technologies, Inc. The meeting will be held at 11:00 a.m., local time,
on July 12th, 2001 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, ratify the selection of the Company's independent auditors for
2001 and to vote on the Companys 2001 Stock Option Plan.
Please note that attendance at the Annual Meeting will be limited to
stockholders of record at the close of business on May 30th, 2001, 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 ENTHEOS TECHNOLOGIES, INC.
TO BE HELD JULY 12th, 2001
To the Stockholders of Entheos Technologies, Inc.:
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders (the
"Annual Meeting") of Entheos Technologies, Inc., a Nevada corporation (the
"Company"), will be held at Suite 311, 15 Wertheim Court, Richmond Hill,
Ontario, L4B 3H7, on the 12th day of July, 2001, at 11:00 a.m. (local time) for
the following purposes:
1. To elect 3 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 ratify the appointment of Clancy and Co., P.L.L.C. as the Company's
independent auditor for the fiscal year ending December 31st, 2001;
3. To consider and vote upon a proposal to adopt the Company"s 2001 Stock
Option Plan and the reservation of 20,000,000 shares of Common Stock for
issuance thereunder;
4. 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 30th, 2001. 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 2000 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 or telefax (905)709-8192 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 30th, 2001
ENTHEOS TECHNOLOGIES, INC.
15 WERTHEIM COURT, SUITE 311
RICHMOND HILL, ONTARIO, L4B 3H7
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 12th, 2001
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Entheos Technologies, Inc., a Nevada corporation (the "Company"), to be voted at
the 2001 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to
be held on July 12th, 2001 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 the ratification of the independent auditor, FOR the adoption of
the Company"s 2001 Stock Plan 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 31st, 2001. The Company's Annual Report on Form
10-KSB (the "2000 Annual Report"), which serves as the Annual Report to
Stockholders, covering the Company's fiscal year ended December 31st, 2000, 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, telefax, 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 2000 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 30th, 2001
(the "Record Date"). On the Record Date, there were 49,264,808 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 2002 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, 2002. The
proposal must be mailed to the Company's offices at Suite 311, 15 Wertheim
Court, Richmond Hill, Ontario L4B 3H7.
SUMMARY
www.whatsonline.com
The Company's website www.whatsonline.com was developed as a portal for Internet
streaming media content. Streaming media technology has enhanced the graphical
capabilities of the Internet. Prior to streaming technology, users could not
play audio or video clips until they had been downloaded in their entirety,
resulting in significant waiting times.
Traditionally, web servers have functioned by transmitting information requests
as quickly as possible, disconnecting, and then serving other requests. Web
browsers receive this information and assemble it on the computer screen for
viewing. This type of transmission works well for static graphics and text; ___
however, it is very problematic for moving images and sound from video,
animation and music because the files are very large and cannot be transmitted
in a reasonable time frame. The download time for these large files.
With streaming media technology, data is transmitted to the user as the media is
viewed, in a continuous connection. This continuous stream is similar to
watching television or listening to the radio, where the images or audio is
received just before you see the image or hear the sounds. The advantage of
streaming media technology over television and radio is that the user may view
or listen to the clip at any time, rather than when the radio or television
station chooses to air it.
On March 21, 2001, the Company announced its plans to sell www.whatsonline.com
due to low traffic volume and a lack of meaningful revenues. This sale has not
been completed.
www.callapro.com
Our website, 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 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.
The home improvement marketplace is one of the largest and most fragmented
markets in North America. According to the National Association of Home
Builders, over $126 billion dollars were spent on residential home improvement
projects in 1999. Serving this marketplace is an estimated 900,000 home
improvement professionals including, tradesmen, contractors, designers and
architects.
On March 21, 2001, the Company announced its plans to sell www.callapro.com due
to low traffic volume and a lack of meaningful revenues. This sale has not been
completed.
Email Solutions Inc.
Through its wholly owned subsidiary, Email Solutions, Inc., we are evolving as
an Application Service Provider ("ASP") developing reliable, scalable, real
time, high volume outsourced email services. An ASP is a third-party service
firm, which deploys, manages, and remotely hosts pre-packaged software
applications through centrally located servers. As businesses rely more on email
services to communicate with and market to existing and potential customers, the
costs and resources required to implement email communication systems in-house
may lead many companies to seek an outsourced solution to their email services
needs. By outsourcing their email service functions clients eliminate the need
to lease, buy and continually upgrade bandwidth, hardware and software, and
recruit and retain systems engineers and skilled personnel to run and monitor
their email service systems and campaigns. Currently, we have engineered and are
now developing an application capable of delivering over 1,000,000 customized
(mail-merged) messages per hour, with a technology backbone capable of handling
upwards of 20,000,000 emails per day.
The Company's 2000 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 Entheos Technologies, Inc. is scheduled to be held on
July 12th, 2001, at 11:00 a.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 30th, 2001 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 2001. 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"), VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF CLANCY AND CO PLLC AS THE
COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001
("PROPOSAL 2") AND APPROVE THE COMPANY"S 2001 STOCK OPTION PLAN ("PROPOSAL 3").
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 qualified.
Information Concerning Nominees
Name Age Position Director/Officer Since
- ---- --- -------- ----------------------
Kesar S. Dhaliwal 39 President, CEO & Director December 1998
Harmel S. Rayat 39 Director& Chairman March 1996
Herdev S. Rayat 43 Treasurer, Secretary & Director April 2001
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. Should any of them become
unavailable for nomination or election or refuse to be nominated or to accept
election as a director, 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. Aside from Mr. Harmel S. Rayat being the brother of Mr. Herdev S.
Rayat, no other 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 2001, the Board met once.
KESAR S. DHALIWAL (Age 39) 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 39) 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., MedCare Technologies, Inc and Zeta Corporation. Mr. Rayat
has served as a Director of the Company since March 18th, 1996.
HERDEV S. RAYAT (Age 43), Secretary, Treasurer, Director. Since 1994, Mr. Rayat
has served as President of Thor West Management Group, a privately held
management and consulting services company. Mr. Rayat is also a Director of
e.Deal.net, Inc. He has served on the Board of Entheos Technologies since April
10, 2001.
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 2000 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:
THE RATIFICATION OF THE APPOINTMENT OF CLANCY AND CO. P.L.L.C.
AS THE COMPANY'S INDEPENDENT AUDITOR
The Board of Directors has selected Clancy and Co., P.L.L.C. as independent
public accountants for the Company for the fiscal year ending December 31, 2001,
subject to ratification of the selection by shareholders. Clancy and Co.,
P.L.L.C. has served as independent public accountants for hte Company in the
past. To the knowledge of the Company, at no time has Clancy and Co., P.L.L.C.
has any direct or indirect financial interest in or any connection with the
Company or any of its subsidiaries other than in connection with services
rendered to the Company as described below.
The selection of Clancy and Co., P.L.L.C. was based on the recommendation
of the Board. The Company has no audit, nominating or compensation committees.
It is not expected that the representatives of Clancy and Co., P.L.L.C. will
attend the Annual Meeting. Clancy and Co. have not indicated their desire to
make a statement. They will respond to written questions submitted to the
Company.
During and for the year ended December 31, 2000, Clancy and Co., P.L.L.C.
provided the following audit, audit-related and otehr professional services for
the Company. The services were as follows:
- - The audit of the annual financial statements included in the Company's Form
10-K and the review of unaudited quarterly financial statements included in
the Company's Form 10-Q's;
- - The audit of the annual financial statements of the Company's employee
benefit plans and other statutory audits;
- - Consultation and comfort letter for various tax and accounting matters; and
- - Certain other professional services.
The costs of providing these services during and for the year ended
December 31, 2000, by specified category, were as follows:
Audit Fees: $8,500 These fees covered the audit of the Company's
annual financial statements and reviews of its quarterly financial
statements.
Financial Information Systems Design and Implementation Fees: None
All Other Fees: $600 These fees covered services principally involving
internal audit support and income tax consulting.
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.
PROPOSAL NO. 3:
THE ADOPTION OF THE COMPANY'S 2001 STOCK OPTION PLAN
AND RESERVE 20,000,000 SHARES OF COMMON STOCK FOR ISSUANCE THEREUNDER
The Board of Directors views the issuance of stock options to directors,
consultants and employees as necessary in order to attract and maintain the
services of individuals essential to the Company's long-term success. The
purpose of the Plan is to encourage and enable the officers, employees,
directors, consultants and advisors of the Company and its affiliates, upon
whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business, to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company. A copy of the
Company's 2001 Stock Option Plan (the "Plan") is included with this Proxy
Statement as Exhibit A.
The Plan will be administered by the Board of Directors and is designed to
provide the Board of Directors with flexibility in the type of compensation
awards that can be issued. The Plan allows for the Board of Directors to issue
stock options, restricted share awards, performance share awards and share
appreciation rights, to select the persons to whom awards may be granted, to
determine the terms of each award, to interpret the provisions of the Plan and
to make all other determinations necessary or advisable for the administration
of the Plan. Please refer to Exhibit A for additional details.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE COMPANY'S 2001
STOCK OPTION PLAN AND RESERVATION OF 20,000,000 SHARES OF COMMON STOCK FOR
ISSUANCE THEREUNDER.
Security Ownership of Management and Principal Stockholders
The following table sets forth, as of April 20, 2001, 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) 16,841,200 34.2%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Kesar S. Dhaliwal (2) 4,800,000 9.7%
311- 15 Wertheim Court
Richmond Hill, Ontario L4B 3H7
Herdev S. Rayat (2) 1,500,000 3.0%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Directors and Executive Officers 23,141,200 46.9%
as a group (3 persons)
(1) Includes 600,000 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 660,000 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.
(2) Includes 4,800,000 and 220,000 shares for Mssrs. K. Dhaliwal and H. Rayat,
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 23,141,200 shares owned or controlled by them FOR each of the
Proposals in this Proxy Statement. These shares represented 46.9% of the
outstanding Common Stock of the Company as of April 20, 2001.
Remuneration and Executive Compensation
The following table shows, for the three-year period ended December 31,
2000, 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 2000 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 2000 $123,526 $0 $1494 0 $0
CEO, President, Director 1999 $76,712 $0 $0 0 $0
1998 $0 $0 $0 4,800,000 $0
Harmel S. Rayat 2000 $12,000 $0 $0 0 $0
Chairman, Director 1999 $200,000 $0 $0 0 $0
1998 $0 $0 $0 0 $0
Herdev S. Rayat 2000 $0 $0 $0 0 $0
Secretary, Treasurer, Director 1999 $0 $0 $0 0 $0
1998 $0 $0 $0 0 $0
STOCK OPTION GRANTS IN 2000
Shown below is further information regarding employee stock options awarded
during 2000 to the named officers and directors:
Number of % of Total
Securities Options
Underlying Granted to Exercise Expiration
Name Options Employees Price Date
- ---- ------- --------- ----- ----
None
AGGREGATED OPTION EXERCISES DURING 2000 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 12/31/00 on 12/31/00
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Kesar S. Dhaliwal 800,000 4,000,000 $0 $0
Harmel S. Rayat 600,000 $0 $0
Herdev S. Rayat 220,000 $0 $0
The value of the options is calculated using the fair market value of the
Company's Common Stock on December 31, 2000 ($0.09 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
On September 15, 2000, Entheos Technologies, Inc. entered into an agreement with
EquityAlert.com, Inc. pursuant to which it purchased 100% of the voting common
shares of EquityAlert.com's wholly owned subsidiary, Email Solutions, Inc., a
Nevada Corporation, for $283,000. Email Solutions, Inc.'s assets consist
primarily of software and computer hardware equipment used for emailing.
Subsequent to the purchase of Email Solutions, the Company began providing
emailing services for EquityAlert.com, from which it received $153,711 during
the last quarter 2000.
Mr. Harmel S. Rayat, a Director and majority shareholder of Entheos
Technologies, Inc. is also a Director and majority shareholder of
EquityAlert.com, Inc.
During 2000, the Company purchased CDN$62,000.00 of computer hardware and
software from a company controlled by the wife of the Company's President and
Chief Executive Officer. This hardware and software was purchased at cost and
delivered during the first quarter of 2001.
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 Herdev S. Rayat, 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.