ZETA CORPORATION
Suite 216 " 1628 West 1st Avenue
Vancouver, BC, Canada
V6J 1G1
Telephone: 604-659-5018
May 30th, 2001
Dear Stockholders:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders of
Zeta Corporation. The meeting will be held at 3:00 p.m., local time, on July
12th, 2001 at Suite 216, 1628 West 1st Ave., Vancouver, BC, V6J 1G1. 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 Company's 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 216, 1628 West 1st Ave., Vancouver, BC, V6J 1G1.
BY ORDER OF THE BOARD OF DIRECTORS
Harmel S. Rayat
President & Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF ZETA CORPORATION TO BE HELD JULY 12th, 2001
To the Stockholders of Zeta Corporation:
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders (the
"Annual Meeting") of Zeta Corporation, a Florida corporation (the "Company"),
will be held at Suite 216, 1628 West 1st Ave, Vancouver, BC, on the 12th day of
July, 2001, at 3:00 p.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 10,000,000 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 previously been provided to the
Company's 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 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
Harmel S. Rayat
President & Chief Executive Officer
Vancouver, BC, May 30th, 2001
ZETA CORPORATION
Suite 216 - 1628 West 1st Avenue
Vancouver, BC, Canada V6J 1G1
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
Zeta Corporation, a Florida 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 216, 1628 West 1st Avenue, Vancouver, BC,
Canada, V6J 1G1.
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 31, 2000, has
previously been provided to the Company's stockholders.
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 Harmel S. Rayat,
President, Suite 216 - 1628 West 1st Ave., Vancouver, BC, Canada, V6J 1G1; 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,
$0.001 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 10,300,000 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, the ratification of Clancy and Co P.L.L.C. as the
independent auditor and approval of the 2001 Stock Option Plan.
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 31, 2002. The
proposal must be mailed to the Company's offices at Suite 216 -1628 West 1st
Ave., Vancouver, BC, Canada, V6J 1G1.
SUMMARY
The Company is currently developing a website (www.newcompanycapital.com)
to serve as an online community for entrepreneurs and start-up companies seeking
capital and accredited investors seeking to invest. The Company plans to charge
a listing fee to entrepreneurs and start-up companies seeking to raise capital
by posting their executive summaries in a password protected section of the
website. Accredited investors seeking greater detail before investing will be
charged a viewing fee to access business plans. The information posted on the
web site will not consist of offering material nor will the Company offer or
sell securities. The Company's website will serve strictly as a conduit or
meeting place. The Company will not collect commissions or any other fees, other
than a listing fee from the client company or entrepreneur seeking capital and a
viewing fee from the investor. The Company will not be involved in any other
aspect of the client company's business, nor in the decision making process of
the investor.
The Company's 2000 Annual Report provides a review of the Company's
operations during the past year.
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 exhibit hereto.
The Meeting
Date, Time and Place of the Annual Meeting
The Annual Meeting of Zeta Corporation is scheduled to be held on July
12th, 2001, at 3:00 p.m. (local time) at Suite 216, 1628 West 1st Ave.,
Vancouver, BC, V6J 1G1.
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 five 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
- ---- --- -------- ----------------------
Harmel S. Rayat 39 Director, President & CEO December 1998
Harvinder Dhaliwal 40 Director, Secretary & Treasurer September 2000
Lance Dusanj 34 Director April 2000
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, urology, teaching, and 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 and each board
member attended at least 75% of the board and committee meetings that were held
while they were in office.
HARMEL S. RAYAT (Age 39). Director, President and Chief Executive Officer. 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., Entheos Technologies, Inc. MedCare
Technologies, Inc. Mr. Rayat has served as a Director of the Company since
December 15th, 1998.
LANCE DUSANJ, (Age 34) Director. In 1990, Mr. Dusanj graduated from the British
Columbia Institute of Technology with a Diploma in Wood Products Manufacturing.
Since 1990, Mr. Dusanj has been employed full time as a grader and driver at the
MacMillan Bloedel Canadian White Pine Division, which was acquired by
Weyerhaeuser in 1999. Mr. Dusanj has been a Director of the Company since
September 20th, 2000.
HARVINDER DHALIWAL, (Age 40) Director, Secretary Treasurer. Mr Dhaliwal is the
President and CEO of Sight & Sound Ltd., a retail audio video concern since
1985. Mr. Dhaliwal is also a Director of MedCare Technologies, Inc. He has been
a Director of the Company and its Secretary and Treasurer since April 6, 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). The Company is not aware of any beneficial owner of more than 10
percent of its registered Common Stock for purposes of Section 16(a).
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 the Company in the
past. To the knowledge of the Company, at no time has Clancy and Co., P.L.L.C.
had 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 other professions 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-Qs;
- - The audit of the annual financial statements of the Company's employee
benefit plans and other statutory audits;
- - Consultation and comfort letter for various Securities and Exchange
Commission (the "SEC") filings;
- - Consultation in connection with various tax and accounting matters; and
- - certain other professional services.
The cost of provideing these services during and for the year ended
December 31, 2000, by specified category, were as follows:
Audit Fees: $5,000 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: $300 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 10,000,000 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 reservation of 10,000,000 shares for issuance under the plan is expected to
provide the Board of Directors with enough shares to adequately administer the
Plan for a number of years. By issuing a large enough number of shares to extend
over several years, the Company will save time and money by not having to go
through the process of creating a new plan every year. The benefits or amounts,
if any, that will be received by the executives and directors under this Plan
have not been determined at this time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE COMPANY'S 2001
STOCK OPTION PLAN AND RESERVATION OF 10,000,000 SHARES OF COMMON STOCK FOR
ISSUANCE THEREUNDER.
Security Ownership of Management and Principal Stockholders
The following table sets forth, as of April 20th, 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 7,950,000 77.2%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Harvinder Dhaliwal 0 0%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Lance Dusanj 0 0%
216-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Directors and Executive Officers 7,950,000 77.2%
as a group (3 persons)
(1) Includes 475,000 shares and 475,000 share purchase warrants held by Tajinder
Chohan, Mr. Rayat's wife. Additionally, other members of Mr. Rayat's family hold
2,125,000 shares and 2,125,000 share purchase warrants. Mr. Rayat disclaims
beneficial ownership of the shares and share purchase warrants beneficially
owned by his wife and other family members.
Voting Intentions of Certain Beneficial Owners and Management
The Company's directors and officers have advised the Company that they
will vote the 7,950,000 shares owned or controlled by them FOR each of the
Proposals in this Proxy Statement. These shares represented 77.2% of the
outstanding Common Stock of the Company as of April 20th, 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
- ------------------ ---- ------ ----- ----- ------- ------------
Harmel S. Rayat 2000 $12,000 $0 $0 0 $0
CEO, President 1999 $0 $0 $0 0 $0
1998 $0 $0 $400,000 0 $0
Harvinder Dhaliwal 2000 $0 $0 $0 0 $0
Director, Secretary 1999 $0 $0 $0 0 $0
Treasurer 1998 $0 $0 $0 0 $0
Lance Dusanj 2000 $0 $0 $0 0 $0
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
- ---- ----------- ------------- ----------- -------------
None
There were no options outstanding nor exercised by any of the officers
listed above in 2000.
Related Transactions
The Company's office is located at Suite 216, 1628 West 1st Avenue,
Vancouver, BC, V6J 1G1. These premises are owned by Tajinder Chohan and Kundan
S. Rayat, the wife and father, respectively, of the Company's President and CEO.
At present, the Company pays no rent.
Employment Contracts
The Company does not have any employment contracts with any of its officers
or employees.
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, a copy of the Company's
most recent Form 10-KSB. Written requests for such copies should be directed to
Harvinder Dhaliwal, the Secretary of the Company, at Suite 216, 1628 West 1st
Ave., Vancouver, BC, Canada, V6J 1G1.