UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
Commission File Number 0-24185
Central American Equities Corp.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10K of Registrant for the year ended
December 31, 2002
Central American Equities
Hotel Alta, Santa Ana, Costa Rica
011-506-282-4160
Hotel Alta
Interlink 964
P.O. Box 02-5635
Miami, FL 33102
March 29, 2004
Dear Shareowner,
You are invited to attend the 2004 Annual Meeting to be held on
Saturday, May 15, 10:00 AM in Hotel Alta in Santa Ana, Costa Rica.
The annual meeting will begin with a report on our operations,
followed by discussion and voting on the matters set forth in the
accompanying notice of annual meeting and proxy statement and
discussion on other business matters properly brought before the
meeting.
If you plan to attend the meeting, please contact me at
CaggianoM@aol.com. Whether or not you plan to attend, you can be
sure your shares are represented at the meeting by promptly voting
and submitting your proxy by phone or by mail by completing,
signing, dating and returning your proxy form.
Cordially,
/s/ Michael N. Caggiano
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Michael N. Caggiano
President and Chief Executive Officer
PROXY STATEMENT
Date, Time and Place Information (Schedule 14A Item 1).
The Annual Meeting of Stockholders of Central American Equities,
Inc., a Florida corporation (the "Company") will be held at Hotel
Alta in Santa Ana, Costa Rica on Saturday May 15, 2004 at 10:00 AM
(local Costa Rica time) for the following purposes:
1. To consider ratification of the appointment of Clyde Bailey as
the independent certified public account of the Company.
2. To consider the election of directors.
3. To transact such other business as may properly come before
the annual meeting and at any adjournment thereof.
By Order of the Board of Directors:
Richard Wm. Talley, Chairman of the Board
W.F.O. Rosenmiller, Board Director
Michael N. Caggiano, President and CEO
The address of the meeting is:
Hotel Alta
Alto de las Palomas
Santa Ana, Costa Rica
011-506-282-4160 (Phone)
011-506-282-4162 (Fax)
The proxy statement and form of proxy accompanying this notice are
being mailed to stockholders on or about April 1, 2004. Only
stockholders of record at the close of business on March 31, 2004
are entitled to notice of and to vote at the Annual meeting or any
adjournment or postponement.
We hope very much that you will be able to be with us at the
annual meeting. If you do not plan to attend the Annual meeting in
person, you are requested to complete, sign and date the enclosed
proxy and return it promptly by mail or by fax (732-872-2728):
Olde Monmouth
200 Memorial Pkwy
Atlantic Highlands, NJ 07716
Fax: 732-872-2728
The date by which Stockholder proposals must be received by the
Company so that they may be considered for inclusion in the proxy
statement and form of proxy for its 2005 Annual Meeting of
Stockholders is not less than 120 days prior to the anniversary of
the preceding Annual Meeting (unless the date of an Annual Meeting
is changed by more than 30 days from the anniversary of the date
of the previous Annual Meeting, in which case the deadline will be
no more than 20 days after the announcement of the Annual Meeting
date). Stockholder proposals or notices of intent to nominate
candidates for election as directors should be submitted to
Central American Equities, Inc., Attention: Corporate Secretary at
Hotel Alta, Alto de las Palomas, Santa Ana, Costa Rica (mailing
address: Hotel Alta, Interlink 964, P.O. Box 02-5635, Miami,
Florida 33102).
Revocability of Proxy (Schedule 14A Item 2).
The execution of a proxy does not affect the right to vote in
person at the Annual Meeting. A proxy may be revoked by the
person giving it at any time before it has been vote at the Annual
Meeting by submitting a later date proxy or by giving written
notice to the Secretary of the Company. Unless a proxy is revoked
or there is a direction to abstain on one or more proposals, it
will be voted on each proposal and, if a choice is made with
respect to any matter to be acted upon, in accordance with such
choice. If no choice is specified, the proxy will be voted as
recommended by our Board of Directors.
Persons Making the Solicitation (Schedule 14A Item 4).
Solicitation of proxies is being made by management at the
direction of the Board of Directors, without additional
compensation, through the mail, in person, or by telephone fax.
In addition, the Company will request brokers and other custodian,
nominees and fiduciaries to forward proxy-solicitation material to
the beneficial owners of Common Stock held of record by such
persons.
Management has engaged the Companys transfer agent, Olde Monmouth
Transfer Company and its affiliates to print and forward proxy
solicitation material and count proxies. Management anticipates
that the cost of this solicitation shall be less than $3000. The
cost will be borne by the Company.
No director of the Company has informed the Company in writing
that he intends to oppose any action intended to be taken by the
Company.
Interest of Certain Persons in Matters to Be Acted Upon (Schedule
14A Item 5).
The following table displays the interest of certain persons in
matters to be acted upon at the meeting. Mr. Talley and Mr.
Caggiano are current board members who are standing for re-
election to the board. Mr. Rosenmiller is a current board member
who is resigning. Dr. Voloshin is currently the largest
shareholder in the Company and has been proposed for election to
the board of directors at the shareholder meeting.
Name Number of Shares Percent of Class
Beneficially Owned Total
Richard Wm. Talley 719,431 3.6% Common Stock
W.F.O. Rosenmiller 653,828 3.3% Common Stock
Michael Caggiano 1,531,202 7.7% Common Stock
P. James Voloshin 1,622,015 8.2% Common Stock
Shares Outstanding 19,789,268 Common Stock
P. James Voloshin 1,000,000 100% Preferred Stock
Shares Outstanding 1,000,000 Preferred Stock
Shares of P. James Voloshin are held in the name of Medical
Ventures (2,000,000), P.J. Voloshin MD Inc. Pension Fund (195,
315), PJ Voloshin (426, 700).
Voting Securities and Principal Holders Thereof (Schedule 14A Item
6).
Only stockholders of record at the close of business on March 31,
2004, the record date for the annual meeting, will be entitled to
notice of and vote at the Annual Meeting (Company By-Laws, Article
II, Section 4). On the record date, the Company had outstanding
approximately 19,789,268 shares of Common Stock, which are the
only securities of the Company entitled to vote at the Annual
Meeting, each share being entitled to one vote.
A majority of the shares entitled to vote on the record date for
the Annual Meeting, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Any number of
shareholders, even if less than a quorum, may adjourn the meeting
without further notice until a quorum is obtained. If a quorum is
present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders. Each outstanding
share shall be entitled to one vote on each matter submitted to a
vote at a meeting of the shareholders (Company By-Laws, Article
II, Section 4).
Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the
transaction of business, but are not treated as a vote cast on any
matter.
Election of Directors (Schedule 14A Item 7).
The shareholders are meeting to consider the election of
directors. Directors shall be elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting
at which a quorum is present (Company By-Laws, Article I, Section
5). The nominating committee of the board of directors has
submitted the following names to the shareholders for election to
the board of directors:
Richard Wm. Talley
Michael N. Caggiano, Ph.D.
P. James Voloshin, M.D.
RICHARD WM. TALLEY
Chairman and Director of Central American Equities Corp (age 60,
time spent on Company business: 10 (ten) percent). Mr. Talley
was (with Mr. King) a representative of Cal TKCo, S.A., the
general partner in several of the California Limited Partnerships
that raised the seed money for the Costa Rican corporations that
built the hotels. Since August 1999, Mr. Talley has been the CEO
of Talley and Co., an investment banking and general securities
company located in Irvine, California. Mr. Talley is a partner in
this firm with Michael Caggiano.
Mr. Talley began his finance career with Smith Barney in New York.
He opened and managed the Shearson office in Santa Barbara until
its sale to American Express in 1983, at which time he founded
Talley, McNeil, and Tormey, a regionally focused investment bank
and brokerage firm. The firm was merged into a larger Southern
California investment banking and brokerage firm in 1989. In
1993, Mr. Talley and Paul D. King founded Talley, King and Co.,
Inc. ("Talley King") with offices in Irvine, California. Talley,
King & Co., Inc. was an investment bank which focused on private
placement financing.
Mr. Talley has been actively involved in Costa Rica for the last
ten years. Mr. Talley holds a bachelor of arts degree in European
History from the University of California, Santa Barbara and an
MBA in Finance from Cornell University, Ithaca, New York.
See Schedule 14A Item 8 (Compensation of Directors) below for a
full table of compensation of all directors and executive
officers.
MICHAEL N. CAGGIANO, Ph.D.
President, Chief Executive Officer, and Director of Central
American Equities (age: 50, time spent on Company business:
ninety-five percent). Dr. Caggiano is also, with Richard Wm.
Talley, an officer and owner of Talley & Co. During 2000, Dr.
Caggiano was also a Director of Cafe Britt, a roaster and
distributor of premium Costa Rican coffee.
Prior to joining CAE, as a private consultant to corporations, Dr.
Caggiano has also provided public policy and litigation analysis
for local governments and private entities. Prior to establishing
his own company, Dr. Caggiano was Executive Vice President in
Charge of Consulting Operations at Robert Charles Lesser & Co.
(RCLCo) a 50-person, 5-office, national consulting firm based in
Los Angeles. In 1990, Dr. Caggiano was elected to the first City
Council of Malibu and later served as its Mayor Pro Tem. Before
serving as an elected official, he was a Fellow and Policy Analyst
with The RAND Corporation. While at RAND, he specialized in
solving state and local government financial and criminal justice
problems.
Dr. Caggiano holds a Ph.D. and an M.Ph. in Public Policy Analysis
from the RAND Graduate School of The RAND Corporation, an M.P.A.
from the University of Southern California, and a B.A. in
Government from Pomona College.
Dr. Caggiano is not compensated for his duties as Director but is
paid $75,000 per year in salary as an executive officer. See
Schedule 14A Item 8 (Compensation of Directors) below for a full
table of compensation of all directors and executive officers.
P. JAMES VOLOSHIN, M.D
Dr. Voloshin, age 62, has been nominated for election by the board
of directors. Dr. Voloshin. has been a director of MedPlus Inc.,
a public company since January 1996. Dr. Voloshin is a plastic
surgeon and has been President of the Newport Surgery Institute,
located in Newport Beach, California, since 1986. Dr. Voloshin
co-founded Surgical Funding Group, Inc. in 1992 and was its
President until the company was acquired by MedPlus Inc. in
November 1995. Dr. Voloshin is or has been a member of ten
medical societies including the American Society of Plastic
Surgery.
Dr. Voloshin has been a shareholder of Central American Equities
since 1997. He currently controls approximately 1,622,015 shares
of Common stock (approximately 8.2%) of the Company making him
the largest individual shareholder in the Company. He also
controls 1,000,000 shares of Class A Convertible Preferred Stock,
or 100% of the Companys preferred stock. The nomination committee
has nominated him to increase shareholder representation and
because of his experience in other public companies especially in
the area of audits and the sale of public shells. Mr. Voloshin
has not received any compensation from the Company.
Dr. Voloshin holds a medical degree from the University of
Alberta, Canada in 1966, and Board Certification in Plastic
Surgery since 1972. Dr. Voloshin is a resident of Dana Point,
California.
Compensation of Directors and Executive Officers (Schedule 14A
Item 8).
The following table sets forth the total compensation of current
officers and directors during the fiscal years ended December 31,
1997, 1998, 1999, 2000, 2001 and 2002. No officer or director of
the Company earned more than $100,000 from the Company during such
fiscal years. The Company does not compensate its board directors
for board-related duties.
Name Title Year Compensation
Michael N. Caggiano
NA 1997 NA
CEO/Pres/Dir. 1998 $20,000(1)
CEO/Pres/Dir. 1999 $45,000 (2)
CEO/Pres/Dir. 2000 $ 0 (3)(4)
CEO/Pres/Dir. 2001 $54,668 (5)
CEO/Pres/Dir. 2002 $75,000 (6)
CEO/Pres/Dir. 2003 $75,000 (7)
Richard Wm. Talley (8)
Director 1997 0
Director 1998 0
Director 1999 0
Director 2000 0
Director 2001 0
Director 2002 0
Director 2003 0
W.F.O. Rosenmiller
Secr/Director 1997 0
Secr/Director 1998 0
Secr/Director 1999 0
Secr/Director 2000 0
Secr/Director 2001 0
Secretary 2002 0
Secretary 2003 0
(1) During the third quarter of 1998 the Company issued 19,200
shares of its Class A Common Stock to Michael N. Caggiano, the
Company's Consultant CEO/President. The shares were issued in
lieu of payment for services rendered prior to him being appointed
to his current position as CEO and President.
(2) Mr. Caggianos annual salary in 1999 was $65,000. As of
December 31, 1999, Mr. Caggiano was owed $22,500 in past salary
and $34,668 in compensation due for services rendered prior to
becoming the CEO. These amounts were included in accounts
payable.
(3) Mr. Caggianos annual salary was increased to $75,000 in April
2000. As of December 31, 2000, Mr. Caggiano was owed $89,400 in
past salary and $34,668 in compensation due for services rendered
prior to becoming the CEO. These amounts are included in accounts
payable.
(4) On April 12, 2000 the board additionally compensated Mr.
Caggiano with 100,000 shares of CAE stock (one-third, or 33,333
shares, equally from the holdings of directors Talley, King and
Rosenmiller). Mr. Caggiano was also granted options to buy CAE
shares of Class A Common Stock as follows: 100,000 shares @ $0.75;
100,000 shares @ $1.25; and 100,000 shares @ $1.75 (all to expire
in 5 years).
(5) Mr. Caggianos annual salary was $75,000 in 2001. The amount
of $54,668 is the value of past salary owed that was
collateralized by Sunset Reef (see Note 7 to Financial
Statements). As of December 31, 2001, Mr. Caggiano was owed
$109,772 in past salary and $34,668 in compensation due for
services rendered prior to becoming the CEO. These amounts are
included in accounts payable.
(6) Mr. Caggianos annual salary was $75,000 in 2002. However, as
of December 31, 2002, Mr. Caggiano was owed $162,464.72 in past
salary. This amount is included in accounts payable. In the
fourth quarter of 2002 the board additionally compensated Mr.
Caggiano with 700,000 shares of CAE stock and granted options to
Mr. Caggiano as follows: 100,000 shares @ $0.10; 100,000 shares @
$0.15; and 100,000 shares @ $0.20 (all to expire in 5 years). In
addition to salary, the board compensates Mr. Caggiano with
housing, motor vehicle, and laundry and food in the hotels.
(7) Mr. Caggianos annual salary was $75,000 in 2003. However, as
of December 31, 2003, Mr. Caggiano was owed $215,297.57 in past
salary. In the fourth quarter of 2002 the board additionally
compensated Mr. Caggiano with 700,000 shares of CAE stock.
(8) Does not include $100,100 in management fees received by
Talley, King & Company, Inc. in 1997. Messrs. Talley and King
were owners of Talley, King & Company, Inc. In the last quarter of
2003 the Company sold shares of common and preferred stock. The
Company paid Mr. Talley $19,800 (10% of gross proceeds) in
commission on the sale of the stock.
The Company has not entered into any employment contracts with its
officers or directors but intends to enter into same in the
future. The Company has no bonus plan at the present time but
intends to implement same in the future. The terms and conditions
of any such plan or employment contract are subject to the
approval of the Company's board of directors in their sole
discretion. The Company does not compensate its board directors
except for their reimbursement of some expenses incurred in
relation to attendance at board of directors meetings or other
Company business.
Independent Public Accountants (Schedule 14A Item 9).
The shareholders will be asked to ratify the appointment of Clyde
Bailey as the independent certified public account of the Company.
At a board of directors meeting held on August 28, 2003 of which a
quorum was present, the Board of Directors of Central American
Equities accepted the resignation of Pinkham and Pinkham as its
Certified Accountant for the fiscal years ended December 31, 1999,
December 31, 2000 and December 31, 2001. At no time did Pinkham
and Pinkham financial statements contain an adverse opinion or
disclaimer of opinion or was modified as to uncertainty, audit
scope, or accounting principles. Nor were there any disagreements
with Pinkham and Pinkham on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.
On August 28, 2003, Central American Equities engaged Clyde
Bailey, P.C. Certified Public Accountant. At no time have there
been any disagreements with Clyde Bailey, P.C. regarding any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The 2002 financial
statements are audited by Clyde Bailey, P.C., C.P.A. Mr. Bailey
is currently auditing the 2003 financial statements. It is not
anticipated that Mr. Bailey, nor his representative, will be
present at the shareholder meeting.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10K of Registrant for the year ended
December 31, 2002
PROXY CARD
Signatures on the proxy card should agree with name printed
thereon. If stock is held in the name of more than one person,
EACH joint owner should sign. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Executors, administrators, trustees, guardians, and attorneys
should indicate the capacity in which they sign. Attorneys should
submit powers of attorney.
CENTRAL AMERICAN EQUITIES CORP, INC
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTOR FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2004
INSTRUCTIONS FOR VOTING YOUR PROXY BY PHONE OR MAIL:
If you do not plan to attend the Annual meeting in person, you are requested
to complete, sign and date the enclosed proxy and return it promptly by mail
or by fax (732-872-2728):
Olde Monmouth Fax: 732-872-2728
200 Memorial Pkwy
Atlantic Highlands, NJ 07716
This proxy will be voted as directed. If no direction is indicated, the
proxies named below will vote this proxy: 1) FOR the election of the
candidates nominated by the board of directors for directors; 2) FOR the
director proposal to ratify the selection of Clyde Bailey, P.C. Certified
Public Accountant, as independent auditors; and 3) In their discretion, upon
such other matters as may properly come before the meeting.
The undersigned stockholder acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement, and hereby appoints Michael
N. Caggiano, President and CEO, and a director of the Company, or failing
him, Richard Wm. Talley, Chairman of the Board and a director of the Company,
or in the place and stead of the foregoing, ____________________________the
true and lawful proxy of the undersigned, with full power of substitution, to
vote all of the undersigned's shares of common stock of Central American
Equities, Inc. at the Annual Meeting of Stockholders to be held at the
Company headquarters at Hotel Alta, Alto de las Palomas, Santa Ana, Costa
Rica on Saturday, May 15, 2004 at 10:00 A.M., Costa Rica Local Time, and at
any adjournments or postponements thereof. The undersigned hereby instructs
said proxy to vote the Common Shares represented by this instrument of proxy
in the following manner:
Proposal 1. The Board of Directors has nominated the following 3 persons
for election as directors of the Company: Richard Wm. Talley, Michael N.
Caggiano, P. James Voloshin. These directors will serve for a term of one
year or until such director's successor is elected and qualified.
[ ] For All [ ] Against All
[ ] For All Except the Following Nominees:__________________________
Proposal 2. To ratify the selection of Clyde Bailey, P.C. Certified Public
Accountant, as independent auditors of the Company for the fiscal years
ending December 31, 2002 and 2003.
[ ] For [ ] Against
[ ] Abstain
Proposal 3. In their discretion, upon such other matters as may properly
come before the meeting.
[ ] For [ ] Against
[ ] Abstain
Dated: ___________________, 2004
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Stockholder's Signature
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Name of Stockholder or entity (please print)
- -----------------------------
Number of Shares Held
- ---------------------------------------
Certificate Numbers (if available)
Signature should agree with name printed hereon. If stock is held in
the name of more than one person, EACH joint owner should sign. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. Executors, administrators, trustees, guardians, and
attorneys should indicate the capacity in which they sign.
Attorneys should submit powers of attorney.
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