PRE 14A
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 Section 240.14a-11(c) or Section
240.14a-12
REAL ESTATE OPPORTUNITIES, 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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.
(1) Title of each class of securities to which transaction applies: Common
Stock; Preferred Stock
(2) Aggregate number of securities to which transaction applies: Common
Stock: Not Applicable
(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): Not
Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: None
[ ] 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: ________________________________.
PRELIMINARY PROXY
REAL ESTATE OPPORTUNITIES, INC.
3225 East 2nd Avenue
Denver, Colorado 80206
November 2, 2001
To Our Shareholders:
You are cordially invited to attend the Special Meeting of
Shareholders of REAL ESTATE OPPORTUNITIES, INC. (the "Company") to be
held at 10:00 a.m., local time, on Tuesday, December 4, 2001 at our
offices, 3225 East 2nd Avenue, Denver, Colorado 80206.
This Special Meeting of Shareholders will also serve as the annual
meeting of shareholders for 2001. You will also be asked to consider two
important proposals. The first would amend the Company's Articles of
Incorporation to change the name of the Company to "PocketSpec
Technologies Inc." The second would amend the Company's Articles of
Incorporation to authorize an increase in the authorized Common Shares to
50,000,000 shares. We also plan to re-elect four directors of the
Company and to approve our auditors.
After careful consideration, your Board of Directors has
unanimously recommended approval of the proposed name change, the increase
in authorized common shares and the reelection of the three nominees to
the Company's Board of Directors.
The accompanying Proxy Statement provides detailed discussion of
the proposed name change, the increase in authorized Common Shares,
together with information about the background and experience of the
Company's current Board of Directors, who have been re-nominated to the
Company's Board of Directors.
Whether or not you plan to attend this Special Meeting, please
sign, date and return your proxy promptly in the enclosed envelope. If
you attend the Special Meeting, you may vote your shares in person even if
you have previously submitted a proxy. EVERY VOTE IS IMPORTANT.
Sincerely yours,
/S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, Chairman
REAL ESTATE OPPORTUNITIES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 4, 2001
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of REAL ESTATE OPPORTUNITIES, INC., a Colorado
corporation (the "Company") will be held on Tuesday, December 4, 2001
at 10:00 a.m., local time, at our offices, 3225 East 2nd Avenue, Denver,
Colorado 80206 for the following purposes:
1. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to change the name of the Company to "PocketSpec
Technologies Inc."
2. To amend the Articles of Incorporation to increase the number
of authorized Common Shares to 50,000,000.
3. To re-elect four members to the Board of Directors of Company.
4. To ratify the selection of Cordovano and Harvey, P.C. as the
Company's independent accountants for the fiscal year ending January 31,
2002.
5. To consider and vote upon such other matters as may properly
be presented for action at the meeting or any adjournment of the meeting.
All shareholders are cordially invited to attend the meeting,
although only shareholders of record at the close of business on October
19, 2001 will be entitled to vote. Every vote is important. All
shareholders of the Company, without regard to whether they expect to
attend the Special Meeting in person, are requested to complete, date,
sign and return the enclosed proxy in the accompanying envelope. Prior to
the actual voting of a proxy, IT MAY BE REVOKED by the person executing
such proxy at any time prior to its exercise, by delivering written notice
of revocation to the Company's Secretary, by delivering a duly executed
proxy bearing a later date or BY VOTING IN PERSON AT THE SPECIAL MEETING.
By Order of the Board of Directors,
/S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, Chairman
YOUR VOTE IS IMPORTANT
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICE AS TO EACH OF THE MATTERS
TO BE ACTED UPON, AND TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE PROXY WILL HELP ASSURE A
QUORUM AT THE MEETING AND AVOID ADDITIONAL COMPANY EXPENSE FOR FURTHER
SOLICITATION.
REAL ESTATE OPPORTUNITIES, INC.
3225 East 2nd Avenue
Denver, Colorado 80206
___________________
PRELIMINARY PROXY STATEMENT
___________________
SPECIAL MEETING OF SHAREHOLDERS
OF
REAL ESTATE OPPORTUNITIES, INC.
TO BE HELD DECEMBER 4, 2001
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Real Estate Opportunities, Inc. for use at the Special
Meeting of Shareholders to be held at 10:00 a.m., local time, on
Tuesday, December 4, 2001, at our offices, 3225 East 2nd Avenue,
Denver, Colorado 80206. References in this document to "us," "we," or
"the Company" refer to Real Estate Opportunities, Inc., its predecessor
and its subsidiaries.
This Proxy Statement and the accompanying Form of Proxy will be
mailed to registered holders of our Common Stock on October 19, 2001.
Some of our officers and regular employees, without additional
compensation, may solicit proxies personally or by telephone, if necessary
or desirable.
Shareholders who execute Proxies for the Special Meeting may revoke
their Proxies at any time prior to their exercise, by delivering written
notice of revocation to our Secretary, by delivering a duly executed Proxy
bearing a later date, or by attending the meeting and voting in person.
If the enclosed Proxy is properly executed and returned in time to
be voted at the Special Meeting, the shares represented thereby will be
voted in accordance with the instructions contained in such Proxy.
Executed Proxies that contain no instructions will be voted: (1) FOR
approval of an amendment to our Articles of Incorporation to change our
name to "PocketSpec Technologies Inc."; (2) FOR an amendment to our
Articles of Incorporation to increase our authorized common shares to
50,000,000 shares; (3) FOR the re-election of four directors to our Board
of Directors; (4) FOR ratification of the selection of Cordovano and
Harvey, P.C. as our independent accountants for the fiscal year ending
January 31, 2002; and, (5) in the discretion of the person or persons
voting the Proxy on behalf of our Board of Directors with respect to such
other matters as may properly come before the meeting.
The cost of the Special Meeting, including the cost of preparing
and mailing this Proxy Statement, will be borne by us.
VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on October 19,
2001 will be entitled to vote at the Special Meeting. As of October 19,
2001, there were 9,910,718 shares of our Common Stock and no shares of our
Preferred Stock issued and outstanding. Each issued share of our Common
Stock entitles its record owner to one vote on each matter to be voted
upon at the Special Meeting.
The presence in person or by proxy of the holders of one-third of
our issued and outstanding capital stock which are entitled to be voted at
the Special Meeting will constitute a quorum for the transaction of
business at the Special Meeting. If a quorum is present, ratification and
approval of any and all amendments to our Articles of Incorporation will
require the affirmative vote of a majority of our issued and outstanding
shares. Otherwise, a majority of the shares represented at the meeting
will be required for each remaining issue to be voted upon at the Special
Meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
Information as to the name, address and holdings of each person
known by us to be the beneficial owner of more than 5% of our common stock
as of October 19, 2001, is set forth below. Beneficial ownership of
common stock has been determined for purposes of this table according to
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934. Under this rule, a person is, in general, deemed to
be the beneficial owner of a security if the person has or shares voting
power or investment power of such security or has the right to acquire
beneficial ownership of the security within sixty (60) days.
As of October 19, 2001, we had a total of 9,910,718 shares issued
and outstanding.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
F. Jeffrey Krupka(3)(4) 3,592,733 36.3%
3225 East 2nd Ave
Denver, Colorado 80206
Cynthia Kettl 8,925 0.1%
3225 East 2nd Ave
Denver, Colorado 80206
Arthur W. Zarlengo Rev. Trust 681,927 6.9%
621 17th Street
Suite 911
Denver, Colorado 80202
Marlene M. Roben Trust 719,295 7.3%
3961 S. Narcissus Way
Denver, Colorado 80237
Janet Brophy (4) 170,745 1.7%
6195 South Akron Way
Greenwood Village, Colorado 80111
Roger Hutchison 30,000 0.3%
7385 Bush Lake Road
Edina, Minnesota 55439
All Officers and Directors as a Group 3,802,403 38.4%
3225 East 2nd Ave
(four persons)
(1) All ownership is beneficial and on record, unless indicated otherwise.
(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
(3) Includes shares owned of record by Platinum Financial Fund, LLC. Mr.
Krupka and his wife own 100% of the entity which owns 51% of Platinum
Financial Fund, LLC. Mr. Krupka is also the Manager of Platinum Financial
Fund, LLC. Includes shares owned of record by B7 Brand, LLC, Asset
Realization, Inc., and Color-Spec Technologies, which are entities
controlled by Mr. Krupka. Includes 9,256 shares owned jointly by Mr.
Krupka and Ms. Brophy, but does not include shares owned by the Krupka-
Murr Gift and Education Foundation, for which Mr. Krupka disclaims
beneficial ownership. Does not include any shares owned by Mr. Krupka's
parents or children, for which he disclaims any beneficial ownership.
(4) Janet Brophy is the wife of F. Jeffrey Krupka. Mr. Krupka disclaims
beneficial ownership of her shares, except for 9,256 shares, which are
jointly owned with her and included in her total. Does not include shares
owned by Ms. Brophy's children, for which she disclaims beneficial
ownership.
FINANCIAL AND OTHER INFORMATION
We are incorporating by this reference our most recent reports
filed on Form 10-KSB for the fiscal year ended January 31, 2001, together
with our reports filed on Form 10-QSB and 8-K since the Form 10-KSB,
respectively. We will provide, without charge, to each person to whom a
proxy statement is delivered, a copy of any and all information that has
been incorporated by reference in this Proxy Statement.
CHANGE OF THE NAME OF THE COMPANY
We want to change our name to PocketSpec Technologies Inc. We have
changed the focus of our operations and have acquired an exclusive license
to manufacture and to sell the "PocketSpec." We believe that the name
change will better emphasize the relationship to our operational entities.
This resolution requires the affirmative vote of a majority of the issued
and outstanding shares. The Board of Directors recommends that
shareholders vote FOR the resolution.
INCREASE IN AUTHORIZED COMMON SHARES
We propose to amend our Articles of Incorporation to authorize
the issuance of up to 50,000,000 Common Shares, all with $0.001 par value.
The present Articles of Incorporation of the Company only provide
for the issuance of up to 10,000,000 Common Shares. No specific classes
or preferences of the Common Shares are authorized nor are any
contemplated by this proposed amendment. All newly authorized Common
Shares will be of the same class as the present Common Shares. This
Amendment will have no effect on the number of authorized Preferred
Shares, which will remain the same under our Articles of Incorporation.
The issuance of these Common Shares could be used as an anti-
takeover measure and could have the effect of preventing those who will
not control us from mounting an effort to do so. Although the issuance of
Common Shares could be used for this purpose, this is not our intention in
proposing the authorization of Common Shares.
We have no plans to issue additional shares at this time. At the
present time, our primary purpose to authorize the increase in the number
of Common Shares is to have additional securities for equity offerings or
acquisitions. As we expand, there will be need for additional capital,
and management believes that it is our best interests and that of our
shareholders to have the option to issue additional Common Shares as an
added avenue to raise capital. We believe that we will have an ongoing
need for additional capital and want to have as much flexibility as
possible in creating programs for raising such capital. Our management
believes that the additional Common Shares will be an important step in
developing that flexibility.
In addition, we would have common shares available for potential
acquisitions. This resolution requires the affirmative vote of a majority
of the issued and outstanding shares. The Board of Directors recommends
that shareholders vote FOR the resolution.
ELECTION OF DIRECTORS
At the present time, our Board of Directors consists of four
members, each of whom are nominees for re-election to the Board of
Directors at the Special Meeting.
If elected, each nominee for the Board of Directors will serve
until the next annual meeting of shareholders or until his or her
successor has been duly elected and qualified, unless for some reason he
or she should resign or be removed prior to such time.
A shareholder using the enclosed form of Proxy may vote for all or
any of the nominees for election as directors set forth on the Proxy, or
withhold voting authority for all or any of such nominees. In the event
any nominee shall be unable or unwilling to serve as a director, proxies
will be voted for such substitute nominees, if any, as shall be designated
by the Board of Directors. Our management has no reason to believe that
any nominee will be unable or unwilling to serve as a director. Mr.
Krupka and Ms. Brophy are husband and wife.
The following table sets forth the name and age of each nominee,
the year in which he or she became a director and his or her current
position with us. Each of the nominees appearing below is presently
serving as a director.
NAME AGE YEAR BECAME POSITION
DIRECTOR IN COMPANY
F. Jeffrey Krupka 46 1999 President,
Director &
Chairman of
The Board
Cynthia Kettl 54 2000 Treasurer &
Director
Janet Brophy 47 2001 Secretary &
Director
Roger Hutchison 50 2001 Director
The following descriptions set forth a brief account of the
business experience of each of the nominees for director of the Company:
F. JEFFREY KRUPKA. F. Jeffrey Krupka, age 46, serves as President
and Chairman of the Board of Directors, positions he has held since
September 13, 1999. After working as a real estate broker from 1975
through 1985, Mr. Krupka began his distinguished career in the financial
services industry in 1986 when he established Krupka and Associates, a
sole proprietorship engaged in the purchase of loans. Mr. Krupka has
substantial experience in secured financing of real estate. He owns
Krupka and Associates, LLC, a private investing firm and serves as Manager
of Platinum Financial Fund, LLC, a specialized investing firm.
CYNTHIA KETTL. Cynthia Kettl, age 54, serves as Secretary,
Treasurer and a Director. Ms. Kettl has served as Treasurer since
September 13, 1999. She was appointed as Secretary of the Company on
April 4, 2000. Ms. Kettl has over 20 years experience in the accounting
field, with particular emphasis on budget analysis, cost accounting and
financial analysis. She has work experience in the manufacturing, cable
television and service industries. Ms. Kettl obtained an Associates
Degree from Front Range Community College in 1977, a Bachelor of Science
Degree in Business Management from Metropolitan State College in 1981, and
a Bachelor of Science Degree in Accounting from Metropolitan State College
in 1998.
JANET BROPHY. Ms. Brophy has been our Secretary and one of our
Directors since May 2001. From 1988 to 1998, she was involved in the off-
site management of apartment buildings in the Denver, Colorado area and
other real estate activities. She was a homemaker from 1998 until she
joined us in 2001. She has been involved in real estate oriented
businesses since 1978. Ms. Brophy attended Arizona State University.
ROGER S. HUTCHISON. Mr. Hutchison has been one of our Directors
since October, 2001. For the past thirteen years, he has been President
and Chief Executive officer of CD-Rom, Inc. and CD-Rom USA, Inc., which
are private companies in the business of developing electronic products
for the computer industry. He has a PhD in Advanced Materials and
Telecommunications from the Colorado School of Mines. He has an MA in
Engineering and Economics and a BS in Psychology with minors in Mechanical
and Civil Engineering from the University of Maine.
This resolution requires the affirmative vote of a majority of a
quorum of shares eligible to vote at the Special Meeting. The Board of
Directors recommends that shareholders vote FOR the resolution.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have appointed independent public accountants Cordovano and
Harvey, P.C., CPA's for the fiscal year ended January 31, 2002. This
appointment will be submitted to the shareholders for ratification at the
Meeting.
The submission of the appointment of Cordovano and Harvey, P.C.,
CPA's is not required by law or the bylaws of the Company. The Board of
Directors is nevertheless submitting it to the shareholders to ascertain
their views. If the shareholders do not ratify the appointment, the
selection of other independent public accountants will be considered by
the Board of Directors. To be adopted, the resolution requires the
affirmative vote of a majority of the shares voting at the meeting. The
Board of Directors recommends a vote FOR the resolution.
OTHER MATTERS
As of the date of this Proxy Statement, our Management has no
knowledge of any business, other than previously described herein, which
should be presented for consideration at the meeting. In the event that
any other business is presented at the meeting, it is intended that the
persons named in the enclosed Proxy will have authority to vote such Proxy
in accordance with their best judgment on such business.
SOLICITATION OF PROXIES
The cost of solicitation will be borne by us. We will reimburse
brokerage firms and other custodians, nominees, and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the
beneficial owners of common stock. In addition to solicitation by mail,
our directors, officers, and regular employees may solicit Proxies
personally or by telegraph or telephone, without additional compensation.
NOTICE TO BANKS, BROKERS/DEALERS, VOTING TRUSTEES, AND THEIR NOMINEES
Please advise us, in care of our corporate address, whether any
other persons are the beneficial owners of the shares of common stock for
which Proxies are being solicited from you, and, if so, the number of
copies of the Proxy Statement, and other soliciting materials, you wish to
receive in order to supply copies to the beneficial owners of shares.
By Order of the Board of Directors,
/S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, Chairman
Denver, Colorado
November 2, 2001
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE ENVELOPE PROVIDED, TO WHICH POSTAGE HAS BEEN AFFIXED.
YOUR PROMPT RETURN OF THE PROXY WILL HELP ASSURE A QUORUM AT THE MEETING
AND TO AVOID ADDITIONAL COMPANY EXPENSES FOR SOLICITATION.
SPECIAL MEETING OF SHAREHOLDERS
OF
REAL ESTATE OPPORTUNITIES, INC.
TO BE HELD DECEMBER 2, 2001
_________
PROXY
_________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of
REAL ESTATE OPPORTUNITIES, INC. hereby constitutes and appoints F. Jeffrey
Krupka, Janet Brophy, and Cynthia Kettl or either of them, as attorneys
and proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and vote, as designated below, all of
the Common Shares of REAL ESTATE OPPORTUNITIES, INC. (the "Company"),
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Company to be held on December 4, 2001, and at any
and all adjournments of such meeting, with respect to the matters set
forth below and described in the Notice of Special Meeting dated October
19, 2001 and accompanying Proxy Statement, receipt of which is
acknowledged.
To approve an amendment to the Articles of Incorporation to
change the name of the Company to "PocketSpec Technologies Inc."
FOR AGAINST ABSTAIN
1. To approve an amendment to the Articles of Incorporation to
increase the authorized common shares to 50,000,000 shares.
FOR AGAINST ABSTAIN
3. Election of Directors: (Four directors to be elected)
F. Jeffrey Krupka FOR AGAINST ABSTAIN
Cynthia Kettl FOR AGAINST ABSTAIN
Janet Brophy FOR AGAINST ABSTAIN
Roger Hutchison FOR AGAINST AGSTAIN
4. To ratify the selection of Cordovano and Harvey, P.C. as the
Company's independent accountants for the fiscal year ending January
31,2002.
FOR AGAINST ABSTAIN
5. In their discretion, the persons appointed as proxies are
authorized to vote upon such other business as may properly come before
the Special Meeting and any adjournments of the Special Meeting.
FOR AGAINST ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed above by the undersigned shareholders. IF NO INDICATION IS MADE,
THIS PROXY WILL BE VOTED FOR APPROVAL OF THE PROPOSALS, AND THE PERSONS
NAMED AS PROXIES WILL EXERCISE THEIR DISCRETION WITH RESPECT TO ACTION ON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF
SHAREHOLDERS.
Please mark, date, and sign exactly as you name appears on your
share certificate representing shares of common stock of the Company.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title or capacity. If a corporation, please type the full corporate
name and sign by the president or other authorized officer. If a
partnership, please type the full partnership name and sign by an
authorized person.
Dated:______________ __________________________________
Signature
Dated:______________ __________________________________
Signature if held jointly
Number of Shares Owned: ________________________
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