SCHEDULE 14A
(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 (Amendment No. )
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy [ ] Confidential, For Use of
Statement the Commission Only (as
permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement [ ] Definitive Additional
Materials
[ ] Soliciting Materials
Pursuant to Rule 14a-12
DOVER PETROLEUM CORP.
----------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-(i)(1)
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:
DOVER PETROLEUM CORP.
10225 YONGE STREET
RICHMOND HILL, ONTARIO CANADA L4C 3B2
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JANUARY 20, 2004
To the holders of Common Stock of Dover Petroleum Corp.:
Notice is hereby given that a Special Meeting in Lieu of Annual
Meeting of Shareholders of Dover Petroleum Corp. (the "Company"),
will be held at 10225 Yonge Street, Richmond Hill, Ontario Canada
L4C 3B2 on January 20, 2004, at 10:30 a.m., local time, for the
following purposes:
1. To elect four Directors to serve until the next Annual
Meeting of Shareholders or until their successors are elected and
qualified; and
2. To consider and take action upon such other matters as may
properly come before the meeting and any adjournments thereof.
The close of business on December 22, 2004, has been fixed as the
record date for the determination of shareholders entitled to notice
of and to vote at the meeting. The transfer books of the Company
will not be closed.
All shareholders are cordially invited to attend the meeting.
Whether or not you expect to attend, you are respectfully requested
to sign, date and return the enclosed proxy promptly in the
accompanying envelope which requires no postage if mailed in the
United States.
By Order of the Board of Directors,
Robert Salna, Secretary
DOVER PETROLEUM CORP.
10225 YONGE STREET
RICHMOND HILL, ONTARIO CANADA L4C 3B2
PROXY STATEMENT
SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JANUARY 20, 2004
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Dover Petroleum Corp. (the
"Company") of proxies to be voted at the Special Meeting in Lieu of
Annual Meeting of Shareholders to be held at 10225 Yonge Street,
Richmond Hill, Ontario Canada L4C 3B2 on January 20, 2004 at 10:30
a.m. local time, and at any adjournments thereof, for the purposes
set forth in the accompanying Notice of Special Meeting in Lieu of
Annual Meeting of Shareholders. Any shareholder giving such a proxy
may revoke it by written notice to the Secretary of the Company at
the above-stated address at any time before it is exercised.
Attendance at the meeting will not have the effect of revoking the
proxy unless such written notice is given, or unless the shareholder
votes by ballot at the meeting.
The approximate date on which this Proxy Statement and the
accompanying form of proxy will first be sent or given to the
Company's shareholders is December 24, 2003. The Company's Annual
Report on Form 10-KSB for the year ended December 31, 2002 is being
mailed to stockholders simultaneously with the mailing of this Proxy
Statement.
The Company will bear the cost of preparing, printing, assembling
and mailing all proxy materials which may be sent to shareholders in
connection with this solicitation. Arrangements will also be made
with brokerage houses, other custodians, nominees and fiduciaries,
to forward soliciting material to the beneficial owners of the
Company's shares of Common Stock held by such persons. The Company
will reimburse such persons for reasonable out of pocket expenses
incurred by them. In addition to the solicitation of proxies by use
of the mails, officers and regular employees of the Company may
solicit proxies without additional compensation, by telephone,
correspondence or personally. The Company does not expect to pay any
compensation for the solicitation of proxies.
RECORD DATE AND VOTING
Only holders of shares of Common Stock, $.001 par value per share
(the "Common Stock"), of record at the close of business on December
22, 2003 (the "Record Date") are entitled to vote at the meeting. On
the record date, the Company had issued and outstanding 50,451,261
shares of Common Stock. Each outstanding share of Common Stock is
entitled to one vote upon all matters to be acted upon at the
meeting. The presence, in person or by proxy, of the holders of
shares representing a majority of the outstanding shares of Common
Stock will constitute a quorum.
If the enclosed form of proxy is properly executed and returned, the
Common Stock represented thereby will be voted in accordance with
the instructions thereon. If no instructions are indicated, the
Common Stock represented thereby will be voted FOR the election of
each of the nominees set forth under the caption "Election of
Directors."
Your vote is important. ACCORDINGLY, YOU ARE URGED TO SIGN AND
RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING. If you do attend, you may vote by ballot at the
meeting, thereby canceling any proxy previously given.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock for (i) each person known by
the Company to own beneficially five percent or more of the
outstanding shares of the Company's Common Stock, (ii) each Director
and nominees of the Company, (iii) each of the executive officers
named under "Executive Compensation," and (iv) all officers and
Directors (including nominees) of the Company as a group as of
December 22, 2003.
Name and Address of Amount and Approximately
Beneficial Owner Nature of Percent of
Beneficial Class (1)
Ownership (1)
Carn Associates Ltd. 2,549,240(2) 5.00(2)
12 Chapel Street
Canton, New York 13617
Deevale Limited 2,549,240(3) 5.00(3)
1113 Russell Drive
Highland Beach, Florida 33487
W.R. (Ted) McKechnie 250,000 0.49
496 Drake Circle
Waterloo Ontario N2T 1L1
Canada
Robert Salna 13,860,200(4) 27.48(4)
10225 Yonge Street
Richmond Hill, Ontario L4C
3B2
Canada
Oury M. Ymar 1,134,637 2.25
3, Place Des Eaux - Vives
1207 Geneva, Switzerland
Raghunath Kilambi 0 0.00
53 Yonge Street, 3rd Floor
Toronto, Ontario M5E 1J3
Canada
Gregory A. Nuttall 38,500 0.07
53 Yonge Street, 3rd Floor
Toronto, Ontario M5E 1J3
Canada
All directors and officers as 15,244,637 30.22
a group
(1)For purposes of the table, a person or a group of persons is
deemed to have "beneficial ownership" as of a given date of any
shares which that person has the right to acquire within 60 days
after that date. For purposes of computing the percentage of
outstanding shares held by each person or group of persons named
above on a given date, any shares which that person or persons has
the right to acquire within 60 days after that date are deemed to be
outstanding, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person
(2)Voting control over the shares owned by Carn Associates Ltd. is
exercised by David Karrn as the trustee of the Longshore Trust.
(3)Voting control over the shares owned by Deevale Limited is
exercised by Mr. Andrew Hardman.
(4)Includes 4,560,200 shares recently issued to Mr. Salna, but
excludes 6,750,000 of our shares that may be issued to Mr. Salna, in
exchange for cancellation of the amounts due from us to Mr. Salna,
as well as, any additional amounts advanced by Mr. Salna on our
behalf through December 31, 2003. If such shares are issued, Mr.
Salna will own approximately 36% or our common stock and the
directors and officers as a group would own approximately 38.5% of
our common stock.
On December 15, 2003, Messrs. Salna, Kilambi, Nuttall and Ymar
were elected as Directors pursuant to written consents signed by
stockholders holding a majority of our voting power. The consents
were solicited by Mr. Salna. We believe that the election through
the use of the consents complied with the applicable law of Nevada.
We, likewise, believe that Mr. Salna's solicitation did not comply
with the provisions of the Securities Exchange Act of 1934 (the
"Exchange Act") relating to the solicitation of consents or the
applicable rules and regulations under the Exchange Act. The
election of Messrs. Salna, Kilambi, Nuttall and Ymar constituted a
change of control of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of any Forms 3 and 4 and amendments
thereto furnished to the Company under Rule 16a-3(a) under the
Exchange Act during its most recent fiscal year and any Forms 5 and
amendments thereto furnished to the Company with respect its most
recent fiscal year, and any written representations referred to in
subparagraph (b)(2)(i) of Item 405 of Regulation S-B, other than as
set forth below no person who, at any time during the year ended
December 31, 2002, was a director, officer, or to the knowledge of
the Company, was a beneficial owner of more than 10% of any class of
equity securities of the Company registered pursuant to Section 12,
filed the reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year or prior fiscal years other than
as may have been previously disclosed in the Company's reports filed
with the SEC. The Company is aware that Messrs Ymar, Kilambi and
Nuttall did not file certain reports subsequent to their election as
Directors.
ELECTION OF DIRECTORS
At the meeting, four Directors will be elected by the shareholders
to serve until the next Annual Meeting of Shareholders or until
their successors are elected and qualified. The accompanying form of
proxy will be voted for the election as Directors of the nominees
listed below unless the proxy contains contrary instructions.
Management has no reason to believe that any of the nominees will
not be a candidate or will be unable to serve as a Director. In the
event, however that any of the nominees should become unable or
unwilling to serve as a Director, the proxy will be voted for the
election of such person or persons as shall be designated by the
Directors.
VOTE REQUIRED
The affirmative vote of a plurality of the votes cast at the
election is necessary for the election of Directors.
BOARD OF DIRECTORS RECOMMENDATION
The Board of Directors recommends that the shareholders vote "FOR"
the election of each of Messrs. Kilambi, Nuttall, Salna and Ymar.
Set forth is certain information with respect to each of the
nominees and each of the Company's Executive Officers:
Name Positions with the Director Age
Company Since
Robert Salna (1) Chief Executive 2002 46
Officer, Chief
Financial Officer,
President, Secretary
and Director (Chairman)
W.E. (Ted) Director 1999 54
McKechnie (2)
Oury M. Ymar (3) Director 2003 41
Raghunath Kilambi Director 2003 38
(4)
Gregory A. Nuttall Director 2003 38
(5)
(1)Robert Salna has been the Chief Executive Officer and a director
since January 17, 2002. From 1999 and continuing currently Mr.
Salna serves as chief executive officer and managing director of
Dover Investments Limited, Toronto, Canada, a company that purchased
the operator's interest in the Ras El Ush, Egypt oil field from
Marathon Oil Company Limited of Houston Texas. Mr. Salna is the
sole shareholder of Dover Investments Limited. In 1998, Mr. Salna
was one the founders of Perial Ltd., a Canadian publicly traded
company involved in the oil and natural gas business. Perial is
currently seeking to raise up to $12,000,000 to engage in
exploration programs and provide capital for other acquisitions.
Since 1980 and continuing currently Mr. Salna serves as President of
P. Salna Company Limited, Toronto, Canada, a land surveying firm
started by Mr. Salna's father.
(2)Ted McKechnie was the President until December 2003, and has been
a director since 1999. Commencing during 1998 and continuing
currently, Mr. McKechnie serves as President and CEO of William
Davies Consulting, Inc., a consulting firm specializing in business
integration, rightsizing, turnaround, new business start up,
marketing and sales matters. From 1994 through 1998, Mr McKechnie
served as president and chief operating officer of Humpty Dumpty
Snack Foods Ltd., of Canada.
(3)Oury M. Ymar has been a director since December, 2003. During
the past five years, Mr. Ymar has served as the president and sole
director and shareholder of Tridex Elite SA, a Swiss company
involved in real estate development and construction business. Mr.
Ymar holds a bachelors degree in economics from the Iscam school,
Lucerne, Switzerland and a masters degree in Business Administration
from the Essec school, Paris, France.
(4)Raghunath Kilambi has been a director since December, 2003. From
March, 1998 through November 2000, Mr. Kilambi served as the
co-founder, executive vice president, chief financial officer and as
member of the board of directors of FutureLink Corp. Of Irvine,
California, a application services provider. Commencing in May,
2003, and continuing currently, Mr. Kilambi serves as chairman,
chief executive officer and chief financial officer of Swiss Medica,
Inc., a company involved in the biosciences industry. Commencing in
2001 and continuing currently, Mr. Kilambi serves as a general
partner at Rubicon Investment Group, a merchant banking firm focused
on private equity buyouts and investments in undervalued businesses.
Mr. Kilambi holds a Bachelor of Commerce: Finance and Accounting
Degree from McGill University, a Graduate Diploma in Public
Accounting from McGill University and has been a member of the
Canadian Institute of Chartered Accountants since 1989.
(5)Gregory A. Nuttall has been a director since December, 2003.
From 1994 through 2000, Mr. Nuttall served as co-chairman and chief
executive officer of Cultural Research, Inc., a managment
consulting. Commencing in 2001 and continuing currently, Mr.
Nuttall serves as a general partner at Rubicon Investment Group, a
merchant banking firm focused on private equity buyouts and
investments in undervalued businesses. Likewise, commencing in July,
2003 and continuing currently, Mr. Nuttall serves as Vice-Chairman
and Executive Vice President of Swiss Medica, Inc., a company
involved in the bioscience industry. Mr. Nuttall holds a bachelors
degreee from the University of Manitoba, a Bachelor of Laws degree
from Osgoode Hall Law School, York University and a Master of
International Laws degree from Cambridge University.
The Board of Directors has not proposed the nomination of Mr.
McKechnie as a Director at the Special Meeting in Lieu of Annual
Meeting. Accordingly, it is contemplated that the term of Mr.
McKechnie as a Director will end at that time.
No person who is not an executive officer of the Company is expected
to make a significant contribution to the business of the Company.
There are no family relationships between any Directors and
executive officers.
The Company does not have a separately-designated standing audit
committee or any other committee. Accordingly the entire Board of
Directors is acting as the Company's Audit Committee.
During 2003, the Board of Directors held 5 meetings.
All Directors hold office until the next Annual Meeting of
Shareholders of the Company or until their successors are elected
and qualify.
Executive Compensation
The following table (the "Summary Table") sets forth the salary,
bonus and other annual compensation earned by (i) the Company's
chief executive officer and (ii) the Company's four most highly
compensated executive officers other than the chief executive
officer who served as such on December 31, 2003 and whose total
annual salary and bonus exceeded $100,000 (the "Named Officers"):
Summary Table
(1)
Name and Year Salary Bonus
Principal
Position
Robert 2000 $0 $0
Salna,
Chief
Executive 2001 $0 $0
Officer,
Acting
Chief 2002 $0 $0
Financial
Officer and
Chairman of
the Board
of
Directors
(2)
W.E. (Ted) 2000 $120,000 $30,000
McKechnie,
Director (3)
2001 $0 $0
2002 $0 $0
(1)No individual grants of stock options were made during 2000, 2001
or 2002 to the Named Officers. No options issued by the Company
were exercised by any of the Named Officers during such years. On
December 31, 2002, the Named Officers held no options or warrants to
purchase the Company's securities. During 2000, 2001 or 2002, the
Company did not reprice any stock option or SAR previously awarded
to the Named Officers.
During 2000, 2001 or 2002, no other compensation not otherwise
referred to herein was paid or awarded by the Company to the Named
Officers, the aggregate amount of which compensation, with respect
to any such person, exceeded the lesser of $50,000 or 10% of the
annual salary and bonus reported in the Summary Table for such person.
(2)The Company does not yet have any agreement or understanding with
Mr. Salna in regard to compensation, but anticipates that it may
enter into negotiations with Mr. Salna in the near future. The
Company is not presently able to calculate the nature or extent of
any of the compensation that may be payable to Mr. Salna as a result
of any such negotiations.
(3)The Company does not have any agreement or understanding with Mr.
McKechnie in regard to compensation. The Company is not presently
able to calculate the nature or extent of any of the compensation
that may be payable to Mr. McKechnie in the future.
The Company has not yet instituted any incentive plan or
arrangement designed to compensate or otherwise reward directors,
officers, employees or consultants, but it expects that it may do so
in the near future. The Company is not presently able to calculate
the nature or extent of any of the compensation that may be
associated with any such incentive plan or arrangement.
Other than as described herein, the Company has not yet
determined the nature of any arrangement relating to payment of
compensation to Directors for any services provided as a director or
the manner in which any party, including directors, will be
compensated for participation in any committee, but the Company
expects that it may do so in the near future. Accordingly, the
Company is not presently able to calculate the nature or extent of
any of the compensation that may be associated with any such
compensation plan or arrangement.
The Company has not paid any compensation to its directors for
any services provided as a director nor did it pay any compensation
to any other party for participation in any committee of the Board
of Directors or any advisory committee.
The Company may enter into employment and consulting agreements
with individuals and entities to provide certain services. The
Company is not presently able to calculate the total annual dollar
cost in connection with such additional employment and consulting
agreements. Likewise, the Company expects that as a part of such
additional employment and consulting agreements, and in order to
attract such parties, it may, provide such parties with its common
stock or options or warrants to acquire shares of its Common Stock.
The Company cannot calculate the total number of shares or the
amount of such options or warrants that may be offered.
CERTAIN TRANSACTIONS
On March 31, 2002, the Company concluded a voluntary share exchange
transaction with all of the shareholders of Dover Petroleum Egypt I,
Inc., a Florida corporation ("Dover Egypt") whereupon Dover Egypt
became the Company's wholly owned subsidiary. At the time of the
exchange, 1,600,000 shares and 500,000 of Dover Egypt common stock
were beneficially owned by Robert Salna and Allan Ibbitson,
respectively. Dover Egypt was formed on August 2, 2001 for the
purpose of becoming the owner, by virtue of a joint venture
agreement, of 50% of the partnership interests of Dover Petroleum
Egypt Joint Venture . On January 17, 2002, Messrs. Salna and
Ibbitson became members of the Company 's Board of Directors. Mr.
Ibbitson resigned from the Board of Directors on November 8, 2002.
The resignation of Mr. Ibbitson was not as a result of any
disagreement with the Board.
Dover Petroleum Egypt Joint Venture, pursuant to an option agreement
has the right to acquire the interest of Dover Investments Limited
("Optionor") in a Concession Agreement for Petroleum Exploration and
Exploitation between Optionor, the Arab Republic of Egypt and the
Egyptian General Petroleum Corporation dated April 23, 2001. The
Concession Agreement relates to the exclusive concession for the
exploitation of petroleum and natural gas in and throughout the East
Wadi Araba Area of the Gulf of Suez. Mr. Salna owns and controls
the Optionor and owns a 15% interest in the Dover Egypt Joint
Venture.
REPORT OF THE AUDIT COMMITTEE
The Company's Board of Directors acts as the Audit Committee. The
Audit Committee does not have a charter.
The role of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board of Directors,
including the selection of the Company's independent certified
public accountants and the approval of services and fees provided by
the independent certified public accountants. Management of the
Company has the primary responsibility for the Company's financial
statements as well as the Company's financial reporting process,
principles and internal controls. The independent auditors are
responsible for performing an audit of the Company's financial
statements and expressing an opinion as to the conformity of such
financial statements with generally accepted accounting principles.
In this context, the Audit Committee has reviewed and discussed the
audited financial statements of the Company as of and for the year
ended December 31, 2002 with management and the independent
auditors. The Audit Committee has discussed with the independent
auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees), as
currently in effect. In addition, the Audit Committee has received
the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as currently in
effect, and it has discussed with the auditors their independence
from the Company. The Audit Committee has also considered whether
the independent auditors' provision of non-audit services to the
Company is compatible with maintaining the auditors' independence.
Based on the reports and discussions described above, the Audit
Committee recommended that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2002 for filing with the SEC.
/s/ Robert Salna
Robert Salna
/s/ Oury M. Ymar
Oury M. Ymar
/s/ Raghunath Kilambi
Raghunath Kilambi
/s/Gregory A. Nuttall
Gregory A. Nuttall
Members of the Board of Directors
December 23, 2003
INDEPENDENT AUDITORS
The Board of Directors selected Samuel Klein and Company as
the independent auditors for the Company with respect to its filings
made with the SEC for the year ended December 31, 2002.
Representatives of Samuel Klein and Company are not expected to be
present at the Special Meeting in Lieu of Annual Meeting.
Fees Paid to Independent Auditors
Audit Fees
$69,350 and $60,000 were billed to the Company by Samuel Klein
and Company for each of 2001 and 2002, respectively, for
professional services rendered by Samuel Klein and Company for the
audit of the annual financial statements of the Company and review
of financial statements included in the Quarterly Reports on Form
10-QSB of the Company or services that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements for those years.
Audit-Related Fees
No amounts were billed to the Company by Samuel Klein and
Company for each of 2001 and 2002, respectively, for assurance and
related services by Samuel Klein and Company that were reasonably
related to the performance of the audit or review of the financial
statements of the Company and are not reported under the caption
"Audit Fees" above.
Tax Fees
No amounts were billed to the Company by Samuel Klein and
Company for each of 2001 and 2002, respectively, for tax services.
Other Fees
No amounts were billed to the Company by Samuel Klein and
Company for each of 2001 and 2002, respectively other fees.
The Board of Directors is responsible for reviewing the terms of any
proposed engagement of the independent auditors for non-audit
services and for pre-approving all such engagements. In providing
any pre-approval, the Board of Directors considers whether the
services to be approved are consistent with the SEC's rules on
auditor independence. In the future, the Company intends to disclose
all approved non-audit engagements as required in the applicable
filings we make with the SEC.
Less than 50 percent of the hours expended on Samuel Klein and
Company engagement to audit the financial statements of the Company
for 2002 were attributed to work performed by persons other than the
Samuel Klein and Company's full-time, permanent employees.
SHAREHOLDER PROPOSALS
The Company will, in future proxy statements, include shareholder
proposals complying with the applicable rules of the SEC and any
applicable U.S. state laws. In order for a proposal by a shareholder
so complying to be included in the proxy statement relating to the
Annual Meeting of Shareholders to be held in 2005, that proposal
must be received in writing by the Secretary of the Company at the
Company's principal executive office no later than January 15, 2005.
ANNUAL REPORT ON FORM 10-KSB
Shareholders may obtain copies of the Annual Report of the Company
on Form 10-KSB as filed with the SEC without charge by writing to
the Company at the above mailing address directed to the attention
of the Secretary.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Board of
Directors knows of no other matter which will be acted upon at the
Special Meeting in Lieu of Annual Meeting. If any other matters are
presented properly for action at the Special Meeting in Lieu of
Annual Meeting or at any adjournments thereof, it is intended that
the proxies will be voted with respect thereto in accordance with
the best judgment and in the discretion of the proxy holders insofar
as such proxies are not limited to the contrary.
By Order of the Board of Directors,
Robert Salna, Secretary
December 23, 2003
DOVER PETROLEUM CORP.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Robert Salna with the power
of substitution, as proxy to represent the undersigned at the
Special Meeting in Lieu of Annual Meeting of Shareholders to be held
at 10225 Yonge Street, Richmond Hill, Ontario Canada L4C 3B2 on
January 20, 2004, at 10:30 a.m., local time, and at any adjournment
thereof, and to vote the shares of stock the undersigned would be
entitled to vote if personally present, as indicated below.
1. Election of Directors:
FOR AGAINST ABSTAIN
To elect Raghunath Kilambi as a [ ] [ ] [ ]
Director
To elect Gregory A. Nuttall as a [ ] [ ] [ ]
Director
To elect Robert Salna as a [ ] [ ] [ ]
Director
To elect Oury M. Ymar as a [ ] [ ] [ ]
Director
2. In their discretion, proxies are authorized to vote upon such
other business as may properly come before the meeting of which the
company was not aware at least 45 days prior to the mailing of the
Proxy Statement to shareholders.
This proxy, when properly executed, will be voted in the manner as
directed herein. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE DIRECTORS. The undersigned, by signing this
proxy, acknowledges receipt pf the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002 and the Company's Proxy
Statement.
Dated: ________, 2004
____________________________
Signature
_____________________________
Signature if held jointly
Please date, sign exactly as name appears on this form of proxy and
return promptly. If the shares are registered in the names of two
or more persons, each should sign. When signing as Corporate
Officer, Partner, Executor, Administrator, Trustee or Guardian,
please give full title.