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 S240.14a-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 10-KSB of Registrant for
the year ended December 31, 2004
CENTRAL AMERICAN EQUITIES
NOTICE OF 2005 ANNUAL MEETING
AND PROXY STATEMENT
AND
ANNUAL REPORT
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
November 15, 2005
Dear Shareowner,
You are invited to attend the 2005 Annual Meeting to be held
on Thursday, December 29, 2005 at 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 of any other business matters
properly brought before the meeting.
As described in the enclosed proxy statement, at the annual
meeting, you will be asked to approve the election of members
of the board of directors (Proposal 1) and to ratify the
appointment of the independent certified public accountant of
the Company (Proposal 2).
There are also several important proposals we are asking the
shareholders to approve which together will authorize the
board to take the first steps of taking the assets of the
Company "private", eliminate much of the burdensome cost of
being a public company, and permit the board to quickly merge
the Company with another company. The Board firmly believes
that these proposals will lead to increased shareholder
value. These proposals include:
Proposal 3. Change the articles of incorporation to create
a new class of super-voting preferred shares. These shares
will be used by the board of directors to vote for merger
opportunities. (The preferred shares issued to the board
of directors will NOT increase the Company ownership of
individual board members.)
Proposal 4. Change the articles of incorporation to
increase the authorized number of common shares to 100
million. These shares may be used to facilitate a business
combination and will not be used to dilute current
shareholder value in the assets of the Company.
Our board of directors has unanimously approved these
actions. By creating super-voting preferred shares, the
board can move quickly to negotiate a future business
combination without the obligation of a special meeting, a
new proxy or a shareholder vote. To date the board has
engaged in several negotiations with other companies
concerning a possible merger. One of the key reasons for the
failure of these discussions is the board's inability to act
quickly and decisively.
Once we receive a positive vote on these proposals we plan to
find a suitable merger candidate for the Company, negotiate
the best possible agreement for shareholders, and engage in a
business combination.
The board has concluded that the proposed actions are fair
and in the best interests of our shareholders, and therefore,
the board recommends that you vote in favor of these
proposals. It is the ultimate goal of the board to achieve
returns for CAE shareholders. The board believes that these
voting proposals will put the Company in a significantly
better position to accomplish this end through the possible
future sale of assets, the distribution of dividends, and
merger with a larger company able to reap the benefits of
public status and achieve a good share price for CAE
shareholders.
Details of these proposals and other important information
are described in the accompanying notice of shareholder
meeting, proxy statement and annual report. You are urged to
read these important documents carefully before casting your
vote.
If you plan to attend the meeting, please contact me at
MCaggiano@thealtahotel.com. Whether or not you plan to
attend, you can be sure your shares are represented at the
meeting by promptly voting, signing, dating and submitting
your proxy card by phone or by mail. These proposals cannot
be completed unless our stockholders approve.
We thank you for your prompt attention to this matter and
appreciate your support.
Cordially,
/s/ Michael N. Caggiano
- ----------------------------------------
Michael N. Caggiano, Ph.D.
President and Chief Executive Officer
Your vote is important. Please mark, sign, date and return
the enclosed proxy card promptly, whether or not you plan to
attend the special meeting. After the actions are approved,
stockholders will receive a letter of transmittal and related
instructions concerning the outcome of the vote.
CONTENTS
PROXY STATEMENT 6
Date, Time and Place Information 6
Revocability of Proxy 6
Persons Making the Solicitation 6
Interest of Certain Persons in Matters to Be Acted Upon 7
Voting Securities and Principal Holders Thereof 7
Proposal 1: Election of Directors 7
Compensation of Directors and Executive Officers 8
Proposal 2: Independent Public Accountants 9
Summary of Additional Business of the Meeting 9
Proposal 3: Super-Voting Preferred Shares 10
Result of an Affirmative Vote 10
Reason for the Proposal: To Facilitate a Future Business
Combination 10
Proposal 4: Authorize Additional Common Stock 10
Result of an Affirmative Vote 10
Amendments to Articles of Incorporation 11
Material Federal Income Tax Consequences of the Action 12
Cautionary Statement Regarding Forward-Looking Statements 12
Documents Incorporated by Reference 12
Where You Can Find More Information 12
Proxy Card
PROXY STATEMENT
DATE, TIME AND PLACE INFORMATION
The Annual Meeting of Stockholders of Central American Equities,
Inc., a Florida corporation (the "Company" or "CAE") will be held
at Hotel Alta in Santa Ana, Costa Rica on Thursday, December 29,
2005 at 10:00 AM (local Costa Rica time) for the following
purposes:
1) To consider the election of directors.
2) To ratify the appointment of Killman, Murrell & Company, P.C.
as the independent certified public account of the Company.
3) To consider a change in the articles of incorporation that
creates a class of super-voting preferred shares.
4) To consider a change in the articles of incorporation that
increases the authorized number of common shares.
5) 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
P. James Voloshin, 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 November 22, 2005. Only
stockholders of record at the close of business on November 18,
2005 are entitled to notice of and to vote at the Annual meeting
or any adjournment or postponement.
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
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
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 Company's 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 $5000. 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
The following table displays the interest of certain persons in
matters to be acted upon at the meeting. Mr. Talley, Dr.
Voloshin, and Mr. Caggiano are current board members who are
standing for re-election to the board.
Name Number of Shares Percent of Class
Beneficially Owned Total
September 15, 2005
Richard Wm. Talley 174,443 8.2% Common Stock
Michael Caggiano 212,120 9.9% Common Stock
P. James Voloshin 164,852 7.7% Common Stock
Total Shares
Held by Board 551,415 25.7% Common Stock
Total Shares
Outstanding 2,141,553 100.0% Common Stock
Shares of P. James Voloshin are held in P.J. Voloshin MD Inc.
Pension Fund and PJ Voloshin.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of September 15, 2005, the Company's authorized capital stock
consisted of 25,000,000 shares of common stock, par value $.001
per share, and 1,000,000 shares of convertible preferred stock,
par value $.001 per share. As of September 15, 2005, 2,141,553
shares of common stock were issued and outstanding and no (0)
shares of preferred stock were issued or outstanding.
Only stockholders of record at the close of business on November
18, 2005, 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 2,141,553 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.
PROPOSAL 1: ELECTION OF DIRECTORS
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 62, time spent on Company business: 10 (ten)
percent). Mr. Talley was (with Mr. King) a representative of Cal
TKCo, S.A., and 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 that 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.
As voted at the 2004 shareholder meeting, Mr. Talley has received
from the Company $500 per attendance at board meetings (a total of
$500 in 2004). See 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: 52, 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. 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 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 currently paid
$80,000 per year in salary as an executive officer. See Schedule
(Compensation of Directors) below for a full list of compensation
of all directors and executive officers.
P. JAMES VOLOSHIN, M.D. Director of Central American Equities Corp
(age 64, 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. He 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.
Dr. Voloshin has been a shareholder of Central American Equities
since 1997. The nomination committee originally 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. As voted at the 2004 shareholder meeting,
Mr. Voloshin has received from the Company $500 per attendance at
board meetings (see schedule below).
Compensation of Directors and Executive Officers
The following table sets forth the total compensation of current
officers and directors during the fiscal years ended December 31,
2002, 2003, and 2004. The footnotes are an integral part of the
table. No officer or director of the Company earned more than
$100,000 from the Company during such fiscal years. The Company
granted no stock options in fiscal year 2004 and no stock options
were exercised in 2004.
Name and Title Year Salary Restricted Securities All Other
Stock Underlying Compensation
Options/SARs
Michael N. Caggiano 2002 $75,000 700,000 300,000 (1) (2)
President and CEO 2003 $75,000 700,000 (2)
2004 $75,000 25,000 (3) (2)
Richard Wm. Talley 2002 0 0 0 0
Chairman of the 2003 0 0 0 $19,800(4)
Board of Directors 2004 $500 25,000 (3) 0 0
P. James Voloshin 2004 $500 25,000 (3) 0 0
Director
NOTES:
(1) In the fourth quarter of 2002 the board 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 2007).
(2) In addition to salary, the board compensates Mr. Caggiano with
a room, food and laundry in the hotels when needed and motor
vehicle (receipt pending cash for purchase).
(3) At the shareholder meeting on May 15, 2004, the Company
granted board directors (Talley, Voloshin, Caggiano) each 25,000
shares of common stock as compensation for board services. To
defer board expenses, the board also approved a $500 payment per
non-telephonic board meeting for non-employee board members
(Talley and Voloshin).
(4) During the fourth quarter of 2003, the Company raised cash by
selling securities. The Company paid Richard Wm. Talley, a
director of the Company, $19,800 (10% of gross proceeds) in
commission on the sale of the stock.
PROPOSAL 2: INDEPENDENT PUBLIC ACCOUNTANTS
The shareholders will be asked to ratify the appointment of
Killman, Murrell & Company P.C. as the independent certified
public accountant of the Company. At a board of directors meeting
held on September 15, 2005 of which a quorum was present, the
Board of Directors accepted the resignation of Clyde Bailey as its
Certified Accountant for the fiscal years ended December 31, 2002,
2003, and 2004. At no time did Clyde Bailey's 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 Clyde Bailey on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
On September 21, 2005, Central American Equities engaged Killman,
Murrell & Company P.C., Certified Public Accountant. It is not
anticipated that Killman, Murrell & Company P.C, nor their
representative, will be present at the shareholder meeting.
SUMMARY OF ADDITIONAL BUSINESS OF THE MEETING
After many years of trying to create shareholder value as a
publicly trading company, the board is convinced that a business
combination (probably merging the company with another company)
is in the best interests of the shareholders. To accomplish
this, the board of directors is unanimously recommending the
approval of the following proposals:
Proposal 3. Amend the Company's Articles of Incorporation and the
Company's By-laws (see proposed amendments on page 11) as
necessary to provide for the authorization of 10,000 shares of a
new class of super-voting, preferred stock. Each preferred share
will be entitled to 1000 votes and in total all shares will equal
10 million votes. After the amendment is filed, it is the intent
of the Board of Directors to issue the super-voting preferred
stock to the Company's board of directors. This will allow the
board to vote a majority of the Company's stock. The purpose will
be to enable the Company to complete a business combination
(merger) in the future without the necessity of an additional
shareholder meeting.
Proposal 4. Amend the Company's Articles of Incorporation and the
Company's By-laws as necessary (see proposed amendments on page
11) to authorize the Company to issue up to 100 million shares of
common stock.
Proposal 3 will permit the board to quickly effect a business
combination (merger or sale). Proposal 4 may be needed to
facilitate a business combination. Below we explain each proposal
in greater detail.
PROPOSAL 3: SUPER-VOTING PREFERRED SHARES
Proposal 3. To amend the Company's Articles of
Incorporation and the Company's by-laws as necessary to
provide for the authorization of 10,000 shares of a new
class of super-voting preferred stock. Each preferred share
will be entitled to 1000 votes and all preferred shares
would total 10 million votes. After the amendment is filed,
it is the intent of the Board of Directors to issue the
super-voting preferred stock to the Company's board of
directors. These will allow them to vote a majority of the
Company's stock. The purpose will be to enable the Company
to complete a business combination in the future without the
necessity of an additional shareholder meeting.
Result of an Affirmative Vote
We are proposing to amend the Company's Articles of Incorporation
to provide for the authorization of a new class of super-voting
preferred stock. If the shareholders pass this proposal, the
Board plans to issue the super-voting preferred stock to the
Company's board of directors. This will enable the board to vote
a majority of the Company's stock, specifically permitting the
board to complete a business combination (merger) without the
necessity of an additional shareholder meeting. (It is important
to note that the preferred shares issued to the board of directors
will NOT increase the company ownership of individual board
members.)
Using these preferred shares, the Company can move quickly to
merge CAE without the obligation of a new proxy or full
shareholder vote. Any proposed business combination will be done
by consent of those holding the super-preferred shares, i.e., the
current members of the Board.
Some shareholders may object to putting this decision solely in
the hands of the directors of the Company and may view this as a
disadvantage to their interests. When the board votes these
preferred shares, non-board shareholders of the Company will not
have a say in the type of business combination in which the
Company will engage. However, management believes that to
accomplish a business combination as outlined above, it is
necessary to expedite the combination process. To date the board
has engaged in several negotiations with other companies
concerning a possible merger with CAE. The key reason for the
failure of these discussions is the board's inability to act
quickly and decisively. Without the super-voting preferred
shares, the board currently must hold a special meeting, obtain a
fairness opinion, issue a proxy vote, and generally follow the
rules and regulations related to a corporate merger, an expensive
process that could take several months.
Reason for the Proposal: To Facilitate a Future Business
Combination
Once the proposal is approved by the shareholders, the board plans
to find a suitable candidate, negotiate the best possible result
for shareholders, and engage in a business combination.
PROPOSAL 4: AUTHORIZE ADDITIONAL COMMON STOCK
Proposal 4. Amend the Company's Articles of Incorporation
and the Company's by-laws as necessary to provide for the
authorization of 100 million shares of Common Stock, par
value $.001. The purpose will be to enable the Company to
complete a business combination in the future.
Result of an Affirmative Vote
As of September 15, 2005, the Company's authorized capital stock
consisted of 25,000,000 shares of common stock, par value $.001
per share; 2,141,553 shares of common stock were issued and
outstanding. An affirmative vote will authorize the Company to
issue up to an additional 75 million common shares for a total of
100 million common shares. These shares may be important to
facilitate a future business combination (merger).
AMENDMENTS TO ARTICLES OF INCORPORATION
Here we include the actual language for the amendments to the
Company's Articles of Incorporation:
ARTICLE III: CAPITAL STOCK
3.1. The capital stock of this corporation shall consist of
100,000,000 shares of common stock, $.001 par value and 10,000
shares of Series "B" preferred stock, no par value.
3.2. Preferred Stock. The board of directors is authorized,
subject to limitations prescribed by law, to provide for the
issuance of shares of Preferred Stock in one or more series, to
establish the number of shares to be included in each series, and
to fix the designation, powers, including voting rights, if any,
preferences, and rights of the shares of each series, and any
qualifications, limitations, or restrictions thereof.
3.3. Other Powers of the Board of Directors With Respect to
Shares.
(b) The board of directors may issue rights and options to
acquire shares upon such terms as the board of directors shall
determine.
DESIGNATION OF SERIES B PREFERRED STOCK
1. Creation of Series B Preferred Stock. There is hereby created
a series of preferred stock consisting of 10,000 shares and
designated as the Series B Preferred Stock, no par value, having
the voting powers, preferences, relative, participating,
limitations, qualifications optional and other special rights and
the qualifications, limitations and restrictions thereof that are
set forth below.
2. Dividend Provisions. No dividends shall be paid with respect
to the Shares of Series B Preferred Stock.
3. Redemption Provisions. The Series B Preferred Stock is not
redeemable by the holder.
4. Liquidation Provisions. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the Series B Preferred Stock shall be entitled to
receive an amount equal to $0.01 per share. After the full
preferential liquidation amount has been paid to, or determined
and set apart for the Series B Preferred Stock and all other
series of Preferred Stock hereafter authorized and issued, if any,
the remaining assets of the Corporation available for distribution
to shareholders shall be distributed ratably to the holders of the
common stock. In the event the assets of the Corporation
available for distribution to its shareholders are insufficient to
pay the full preferential liquidation amount per share required to
be paid the Corporation's Series B Preferred Stock, the entire
amount of assets of the Corporation available for distribution to
shareholders shall be paid up to their respective full liquidation
amounts first to the Series B Preferred Stock, then to the Series
B Preferred Stock and then to any other series of Preferred Stock
hereafter authorized and issued, all of which amounts shall be
distributed ratably among holders of each such series of Preferred
Stock, and the common stock shall receive nothing. A
reorganization or any other consolidation or merger of the
Corporation with or into any other corporation, or any other sale
of all or substantially all of the assets of the Corporation,
shall not be deemed to be a liquidation, dissolution or winding up
of the Corporation within the meaning of this Section III, and the
Series B Preferred Stock shall be entitled only to: (i) the right
provided in any agreement or plan governing the reorganization or
other consolidation, merger or sale of assets transaction, (ii)
the rights contained in the Florida Business Corporation Act and
(iii) the rights contained in other Sections hereof.
5. Voting Provisions. Except as otherwise expressly provided or
required by law, each share of Series B Preferred Stock shall been
titled to 1,000 votes per share.
I hereby certify that the preceding was adopted by a majority vote
of the shareholders and directors of the corporation on December
29, 2005 and that the number of votes cast was sufficient for
approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed
this Amendment to Articles of Incorporation this on _____.
Michael N. Caggiano, President and CEO
MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE ACTION
It is management's belief that a continuing stockholder generally
will not recognize any gain or loss upon the affirmative vote of
these proposals and that a gain or loss would not be recorded
until the sale of the stock in the Company, which may or may not
be related to a future business combination. Our opinion is not
exhaustive and does not address the specific tax consequences of
the creation of a Costa Rican company or a potential future
combination to shareholders under specific individual
circumstances, which, if considered, may lead to a different
conclusion. Tax matters are complicated. Shareholders should
consult their own tax advisor for a full understanding of the
federal, state, local and foreign tax consequences of the
ownership in a new company and a possible business combination
once consummated.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains or incorporates by reference certain
forward-looking statements and information relating to us that is
based on the beliefs of management as well as assumptions made by
and information currently available to us. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of
historical facts, including statements regarding the completion of
a business combination. When used in this document, the words
"anticipate," "possible", "believe," "estimate," "expect," "plan,"
"intend," "project," "predict," "may," and "should" and similar
expressions, are intended to identify forward-looking statements.
Such statements reflect our current view with respect to future
events, including the completion of a combination, and are subject
to numerous risks, uncertainties and assumptions. Many factors
could cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements that may be expressed or implied by the forward-
looking statements, including, among others:
the failure of stockholders to approve the voting items;
the failure to identify or achieve a business combination;
general economic or market conditions;
changes in business strategy;
availability of financing on acceptable terms to fund future
operations;
competitive conditions in our markets;
changes in technology; and
various other factors, both referenced and not referenced in
this statement including those discussed in our periodic and
other filings with the SEC.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this proxy statement as
anticipated, believed, estimated, expected, planned or intended.
Although it is management's intent to seek an appropriate business
combination, shareholders should not assume that such a
combination is a certainty. Further information about the risks
of forward-looking statements applicable to us can be found in our
Form 10-KSB for the fiscal years ended December 31, 2004, which
has been incorporated herein by reference and follows this proxy
statement.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-KSB of Registrant for the years ended
December 31, 2004, 2003, 2002, 2001,Quarterly reports on Forms 10-
QSB and 10-QSB/A of registrant for the quarters ending March 31,
2005 and June 30, 2005.
WHERE YOU CAN FIND MORE INFORMATION
Central American Equities has been a publicly trading company
since August 2000. Quarterly and annual financial information can
be found on the SEC EDGAR website: www.sec.gov.
CENTRAL AMERICAN EQUITIES CORP, INC
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTOR FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2005
INSTRUCTIONS FOR VOTING YOUR PROXY BY FAX 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
(Owners of shares in street name may receive from their broker
different voting instructions.)
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 Killman, Murrell & Company P.C. Certified
Public Accountant, as independent auditors; 3) FOR the director
proposal to change the articles of incorporation to create
super-voting preferred shares that will be used by the board of
directors to vote for merger opportunities; 4) FOR the director
proposal to change the articles of incorporation to increase the
authorized number of common shares to 100 million, and 6) 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 Thursday, December 29, 2005 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, and 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 Killman, Murrell &
Company, P.C. Certified Public Accountant, as independent auditors
of the Company for the fiscal years ending December 31, 2005.
[ ] For
[ ] Against
[ ] Abstain
Proposal 3. To amend the Company's Articles of Incorporation and
the Company's By-laws as necessary to provide for the
authorization of 10,000 shares of a new class of super-voting,
preferred stock. Each preferred share will be entitled to 1000
votes and in total all shares will equal 10 million votes.
After the amendment is filed, it is the intent of the Board of
Directors to issue the super-voting preferred stock to the
Company's board of directors. This will allow the board to vote a
majority of the Company's stock. The purpose will be to enable
the Company to complete a business combination (merger) in the
future without the necessity of an additional shareholder meeting.
[ ] For
[ ] Against
[ ] Abstain
Proposal 4. To amend the Company's Articles of Incorporation and
the Company's By-laws as necessary to authorize the Company to
issue up to 100 million shares of common stock.
[ ] For
[ ] Against
[ ] Abstain
Proposal 5. In their discretion, upon such other matters as may
properly come before the meeting.
[ ] For
[ ] Against
[ ] Abstain
Dated: ___________________, 2005
Stockholder's Signature
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.