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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / 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:
[POKER.COM LOGO] #201-1166 Alberni Street
Vancouver BC Canada V6E 3Z3
Ph: (604) 689-5998
Fax: (604) 689-8988
April ___, 2001
Dear Shareholder:
On behalf of the Board of Directors (the "Board") of Poker.com, Inc. (the
"Company") I cordially invite you to the Annual General Meeting of Shareholders
(the "Annual Meeting") to be held on Thursday, May 31, 2001 at 1:00 p.m.,
Pacific Standard Time (PST) at the Renaissance Madison Hotel, 515 Madison
Street, Seattle, Washington, 98104. I hope that you will be able to attend in
person. Following the formal business of the Annual Meeting, management will be
available to respond to your questions.
At the Annual Meeting, shareholders will be asked to consider and vote upon the
following matters:
(i) To consider and vote for the election of Directors;
(ii) To approve the appointment of the firm Smythe Ratcliffe, independent
certified public accountants, as the Company's auditors;
(iii) To provide the Board of Directors authorization to Roll Back the Issued
and Outstanding shares of the Company to a maximum of 3:1, at their
discretion if in the future they deem it to be in the best interest of
the Company, without further shareholder approval; and
(iv) Any other business that may be lawfully brought before the Annual
Meeting.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this letter.
Only Shareholders of record at the close of business on April 16, 2001 are
entitled to notice of the Annual Meeting and to vote at the 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.
I hope you will attend the Annual Meeting. Whether or not you plan to attend the
Annual Meeting and regardless of the number of shares you of stock you own,
please complete, date and sign the enclosed proxy form and return it by fax to
(604) 689-8988 or by mail to: #201-1166 Alberni Street, Vancouver, British
Columbia, Canada, V6E 3Z3, Attention: Michael Jackson. You may, of course,
attend the Annual Meeting and vote in person, even if you have previously
returned your proxy form.
To assist the Company in making arrangements for the meeting, please notify
Donna Heuman of the Company by telephone (604) 689-5998 or Fax (604) 689-8988
before May 11, 2001 if you plan to attend the meeting in person.
By Order of the Board of Directors
----------------------------------
Michael Jackson, CEO
POKER.COM, INC.
#201-1166 Alberni Street
Vancouver BC V6E 3Z3 Canada
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS OF
POKER.COM, INC.
- --------------------------------------------------------------------------------
To the Shareholders of Poker.com, Inc.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of the Shareholders of Poker.com,
Inc. (the "Company") will be held at the Renaissance Madison Hotel, 515 Madison
Street, Seattle, Washington, 98104 on Thursday, May 31, 2001 at 1:00 p.m.,
Pacific Standard Time (the "Annual Meeting").
At the Annual Meeting, the shareholders will be asked to: (i) To consider and
vote for the election of Directors; (ii) To approve the appointment of the firm
Smythe Ratcliffe, independent certified public accountants, as the Company's
auditors; (iii) To provide the Board of Directors authorization to Roll Back the
Issued and Outstanding shares of the Company to a maximum of 3:1 at their
discretion, if in the future they deem it to be in the best interest of the
Company, without further shareholder approval; and (iv) Any other business that
may be lawfully brought before the Annual Meeting.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only Shareholders of record at the close of business on April 16, 2001 are
entitled to notice of and to vote at the Annual 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. Approval of the
appointment of the Company's auditors and all other proposals will require the
affirmative votes of a majority of the voting shares of Poker.com, Inc.,
represented in person or by proxy, which are cast at the Annual Meeting.
To assist the Company in making arrangements for the meeting, please notify
Donna Heuman of the Company by telephone (604) 689-5998 or Fax (604) 689-8988
before May 11, 2001 if you plan to attend the meeting in person.
By Order of the Board of Directors
----------------------------------
Michael Jackson, CEO
April __ 2001
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 return by
fax to (604) 689-8988 or by 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 FAX OR MAIL YOUR PROXY PROMPTLY AND SAVE
THE COMPANY THE EXPSENSE OF ADDITIONAL REQUESTS FOR PROXIES.
POKER.COM, INC.
#201-1166 Alberni Street
Vancouver BC V6E 3Z3 Canada
- --------------------------------------------------------------------------------
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 will be held on Thursday, May 31, 2001 at 1:00 p.m. Pacific Standard
Time, at the Renaissance Madison Hotel, 515 Madison Street, Seattle, Washingon,
98104. 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 April 16, 2001 accompanied by the Company's 2000
Annual Report to Shareholders.
At the Meeting, the following matters will be considered and voted upon:
1. Proposal No. 1. Election of Michael Jackson, Christa Taylor and Cecil
Morris as Directors to hold office until the 2001 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. Appointment of Smythe Ratcliffe as the Company's
independent certified public accountants for the 2001 fiscal year. (See
"Proposal Two - Independent Public Accountants"); and
3. Proposal No. 3. To provide the Board of Directors authorization to Roll
Back the Issued and Outstanding shares of the Company to a maximum of 3:1,
at their discretion, if in the future they deem it to be in the best
interest of the Company, without further shareholder approval. (See
"Proposal Three - Authorization to Roll Back the Issued and Outstanding
Shares of the Company to a maximum of 3:1 in the future if deemed to be in
the best interest of the Company"); and
4. General. Any other business that may be lawfully brought before the Annual
Meeting. (See "General").
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.
1
INFORMATION CONCERNING PROXY SOLICITATION AND VOTING
Voting Rights
The Outstanding voting securities of the Company on April 16, 2001 was
________________ shares of Common Stock, par value $0.001 per share ("Common
Stock"). Holders of Common stock at the close of business on April 16, 2001 (the
"Record Date") will be entitled to one vote at the Annual Meeting for each share
of Common Stock held of Record by them.
Voting and Revocation of Proxies
By completing and returning the accompanying proxy form, the shareholder
authorizes Michael Jackson, or in his place, Christa Taylor, as designated on
the face of the proxy form (the "Proxy Holder"), to vote all shares for the
shareholder. All proxies returned to the Company that are properly signed and
dated 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:
1. FOR the election of the persons nominated as directors; and
2. FOR the appointment of Smythe Ratcliffe as the Company's independent
certified public accountants for the 2001 fiscal year; and
3. FOR the approval to provide the Board of Directors authorization to
Roll Back the Issued and Outstanding Shares of the Company to a
maximum of 3:1, at their discretion, if in the future they deem it to
be in the best interest of the Company, without further shareholder
approval; and
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 March 14, 2001 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.
2
Quorum and Voting Requirements
A quorum of the voting shares of the Company must be present at the Annual
Meeting for vote to be taken. Under Florida law and the Company's certificate of
Incorporation and Bylaws, a quorum will be present if not less than one percent
(1%) of the outstanding shares of stock entitled to vote are present, in person
or by proxy duly authorized. Under Florida law and the Company's Certificate of
Incorporation and Bylaws, abstensions and broker non-votes will be counted for
the purposes of determining whether a quorum is present at the Annual Meeting.
With regard to Proposal No. 1, directors are elected by a plurality of the
shares present in person or by proxy and voting at the Annual Meeting. With
regard to the election of directors, votes may be cast in favour or withheld;
votes that are withheld will be excluded entirely from the vote and will have no
effect.
The appointment of auditors under Proposal No. 2 requires the affirmative vote
of a majority of the votes cast at the Annual Meeting. With regard to Proposal
No. 2, abstentions and broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
With regard to Proposal No. 3, to consider and approve the Board of Directors
authorization to Roll Back the Issued and Outstanding Shares of the Company to a
maximum of 3:1, at their discretion, if in the future they deem it to be in the
best interest of the Company, without further shareholder approval; requires the
affirmative vote of a majority of the votes cast at the Annual Meeting. With
regard to Proposal No. 3, abstentions and broker non-votes are not counted for
purposes of determining whether a proposal has been approved.
With regard to Proposal No. 4, any other business that may lawfully be brought
before the Meeting will be voted by the Proxy Holder in his discretion. With
regard to Proposal No. 4, abstentions and broker non-votes are not counted for
purposes of determining whether a proposal has been approved.
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 of the Annual Meeting to permit further solicitation of
proxies. At such adjournments the proxies will continue to be valid and, once a
quorum is present in person or by proxy, directors may be elected by 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
3
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 Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of April 16, 2001 with
respect to (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) 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
April 16, 2001. 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.
Class of Name and Address Amount and Nature of Percent of Class
Shares of Beneficial Owner Beneficial Ownership of Shares
Common __%
Common __%
Common __%
Common /1/Michael Jackson __%
Common /2/Christa Taylor 0 0%
Common /3/Cecil Morris 0 0%
- ------------------------------------------------------------------------------
Common 100%
Common All Directors and Executives as a
Executives as a
Group ___%
/1/ CEO and Director of the Company. ___________ shares held directly. 300,000
options held directly.
/2/ CFO and Director of the Company. No shares held directly.
/3/ Director of the Company. No shares held directly.
4
PROPOSAL ONE - ELECTION OF DIRECTORS
Nominees
Two current directors, Michael Jackson and Christa Taylor are proposed to be
re-elected at the Annual Meeting. Mr. Charlo Barbosa is unable to serve as a
Director for the ensuing year. The Board of Directors is proposing Cecil Morris
to act as a third Director.
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
an Officer or
Name Age Positions Held Director
- --------------------------------------------------------------------------------
Michael Jackson 56 CEO & Director 1999
- --------------------------------------------------------------------------------
Christa Taylor 29 CFO & Director 2000
- --------------------------------------------------------------------------------
Cecil Morris 70 Director 2000
- --------------------------------------------------------------------------------
No family relationships exist among any of the Directors or Officers. All
Directors hold office until the next Annual Meeting of Shareholders or until
their successors are duly elected and qualified. Officers serve at the pleasure
of the Board of Directors.
The principal occupations of the Executive Officers and Directors named above
for at least the past five (5) years are as follows:
Michael Jackson has been employed as the Chief Executive Officer and founder of
Poker.com, Inc. since July 1999. Previously, Mr. Jackson ran a Real Estate
Development company and acted as an Investment Banker in British Columbia.
Christa Taylor has been employed as the Chief Financial Office and Secretary of
the Company since November 2000. Previously, Ms Taylor was a consultant for
Poker.com, Inc. in the areas of strategic planning and business development. Ms
Taylor has provided leadership with a number of high profile companies which
include: Glenayre, Sentinel Importing Corporation and Vancouver International
Airport.
Cecil Morris is a freelance Internet business consultant based in Cape Town,
South Africa with expertise in software programming.
Significant Employees
There are presently no significant employees of the Company other than the
Directors and Officers of the Company.
5
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, 2000.
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.
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------------------------
Name and Year Salary Bonus Other Annual Restricted Stock Options/SARs Pay All Other
Position Per Annum Compensation Awards (Post-Split) outs Compensation
(US)
- ------------------------------------------------------------------------------------------------------------------------------
Michael Fiscal -0- -0- -0- -0- -0- -0- $37,500
Jackson, 2000
CEO
- ------------------------------------------------------------------------------------------------------------------------------
Christa Fiscal $35,000 -0- -0- -0- -0- -0- -0-
Taylor, CFO 2000
- ------------------------------------------------------------------------------------------------------------------------------
Cecil Fiscal -0- -0- -0- -0- -0- -0- -0-
Morris, 2000
Director
- ------------------------------------------------------------------------------------------------------------------------------
Michael Fiscal -0- -0- -0- -0- 300,000 -0- $19,500
Jackson, 1999
CEO
- ------------------------------------------------------------------------------------------------------------------------------
Christa Fiscal -0- -0- -0- -0- -0- -0- -0-
Taylor, CFO 1999
- ------------------------------------------------------------------------------------------------------------------------------
Cecil Fiscal -0- -0- -0- -0- -0- -0- -0-
Morris, 1999
Director
- ------------------------------------------------------------------------------------------------------------------------------
Michael Fiscal -0- -0- -0- -0- -0- -0- -0-
Jackson, 1998
CEO
- ------------------------------------------------------------------------------------------------------------------------------
Christa Fiscal -0- -0- -0- -0- -0- -0- -0-
Taylor, CFO 1998
- ------------------------------------------------------------------------------------------------------------------------------
Cecil Fiscal -0- -0- -0- -0- -0- -0- -0-
Morris, 1998
Director
- ------------------------------------------------------------------------------------------------------------------------------
Stock Option Grants and Aggregated Stock Option/SAR Exercises
The Company granted no stock options or stock appreciation rights ("SARs") to
the named Executive Officers in the last fiscal year. The following table sets
forth the aggregated Common Stock Options exercised by the named Executive
Officers in the last fiscal year and the year-end value of unexercised options:
6
Aggregated Option/SAR Exercises in Fiscal Year Ended December 31, 2000
And Fiscal Year-End Option Values
- -----------------------------------------------------------------------------------------------------------------------
Name Shares acquired Value realized Number of unexercised Value of Unexercised
on Exercise (#) ($) Options/SARs at Fiscal in-the-money Options/SARs at
Year-End (#) Fiscal Year-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------------
Michael Jackson -0- -0- 300,000/ -0-
-0-
- -----------------------------------------------------------------------------------------------------------------------
Christa Taylor -0- -0- -0-/ -0-
-0-
- -----------------------------------------------------------------------------------------------------------------------
Cecil Morris -0- -0- -0-/ -0-
-0-
- -----------------------------------------------------------------------------------------------------------------------
Director Compensation
Cecil Morris
If his nomination is approved as a non-employee Director of the Company Cecil
Morris will receive compensation for his services in the amount of US$6,000 per
annum.
Employment Agreements
Michael Jackson
In November 2000 the Company entered into an employment agreement with Michael
Jackson. The term of the agreement is one year, with the right of the Company
to terminate the agreement with thirty days written notice. Under the agreement,
for his services as CEO of the Company, Mr. Jackson receives US $37,500 or 5%
of the Company's gross revenue, whichever is greater.
Christa Taylor
In November 2000 the Company entered into an employment agreement with Christa
Taylor. The term of the agreement is one year, with the right of the Company to
terminate the agreement with thirty days written notice. Under the agreement,
for her services as CFO and Secretary of the Company, Ms Taylor receives a base
salary of US$35,000 per annum.
Certain Relationships and Related Transactions
None.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF ALL
NOMINEES TO THE BOARD OF DIRECTORS NAMED ON THE ACCOMPANYING PROXY FORM.
7
PROPOSAL TWO - APPOINTMENT OF AUDITORS
Smythe Ratcliffe has been the Company's independent auditors since March 2000.
Proposal No. 2 is to reappoint Smythe Ratcliffe as the Company's independent
public accountants for the fiscal year ending December 31, 2001. No
representative of Smythe Ratcliffe is expected to be present at the Annual
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF
SMYTHE RATCLIFFE AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2001
PROPOSAL THREE - AUTHORIZATION TO ROLL BACK THE ISSUED AND OUTSTANDING SHARES OF
THE COMPANY TO A MAXIMUM OF 3:1 IN THE FUTURE IF DEEMED TO BE IN THE BEST
INTERST OF THE COMPANY
To consider and approve the Board of Directors authorization to Roll Back the
Issued and Outstanding Shares of the Company to a maximum of 3:1, at their
discretion and without further shareholder approval, if in the future they deem
it to be in the best interest of the Company, in order to raise working capital
for the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL TO PROVIDE
THE BOARD OF DIRECTORS AUTHORIZATION TO ROLL BACK THE ISSUED AND OUTSTANDING
SHARES OF THE COMPANY TO A MAXIMUM OF 3:1 AT THEIR DISCRETION AND WITHOUT
FURTHER SHAREHOLDER APPROVAL IF IN THE FUTURE THEY DEEM IT TO BE IN THE BEST
INTEREST OF THE COMPANY
GENERAL
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 April 16, 2001 a
copy of the Company's Annual Report based on the Registration Statement filed by
the Company on Form 10-KSB, as filed with the Securities and Exchange Commission
on _____________, 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
8
the Company may impose for providing such exhibits. Requests for copies of the
Exhibits to the Company's Form 10KSB should be mailed to: Poker.com, Inc., #201-
1166 Alberni Street, Vancouver BC V6E 3Z3, Attention: Michael Jackson.
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 and
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 2001 Annual Meeting of Shareholders, the
proposal must be received by the Company's President at the above address no
later than January 31, 2002 and must otherwise comply with the requirements of
Rule 14a-8 of the Securities and Exchange Act of 1934 as amended.
Proposals of shareholders submitted for consideration at the Company's 2000
Annual 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 March 14, 2001. If such timely notice of a shareholder's proposal is
not given, the Company's Proxy Holder may exercise discretionary voting
authority to vote on the proposal when and if it is raised at the 2000 Annual
Meeting.
By Order of the Board of Directors
----------------------------------
Michael Jackson, CEO
9
POKER.COM, INC. PROXY
#201-1166 Alberni Street
Vancouver BC V6E 3Z3
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 31, 2001
The undersigned shareholder hereby appoints Michael Jackson or Christa Taylor 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 April 16, 2001 (the Record
Date) at the Company's Annual General Meeting to be held on Thursday, May 31,
2001 at 1:00 p.m. Pacific Standard Time, at the Renaissance Madison Hotel, 515
Madison Street, Seattle, Washingon, 98104 and at any continuation(s) or
adjournment(s) thereof. The proposals listed below are made by the Board of
Directors.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) 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.)
Michael Jackson Christa Taylor Cecil Morris
2. APPOINTMENT OF SMYTHE RATCLIFFE AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO PROVIDE THE BOARD OF DIRECTORS AUTHORIZATION TO ROLL BACK THE ISSUED AND
OUTSTANDING SHARES OF THE COMPANY TO A MAXIMUM OF 3:1 AT THEIR DISCRETION
IF IN THE FUTURE THEY DEEM IT TO BE IN THE BEST INTEREST OF THE COMPANY,
WITHOUT FURTHER SHAREHOLDER APPROVAL
[ ] FOR [ ] AGAINST [ ] 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 March 14, 2001.
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
4.
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:_____________________, 2001 _______________________________________
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