SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by 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 ss.240.14a-12
CONSUMER MARKETING CORP.
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(Name of Registrant as Specified In Its Charter)
Board of Directors - Consumer Marketing Corp.
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(Name of Person(s) Filing Proxy Statement)
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.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee Paid:
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[] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF CONSUMER MARKETING CORP.
To the Shareholders of CONSUMER MARKETING CORP.:
The Annual Meeting of Shareholders will be held at the offices of R.D.
Capital, Inc., located at Suite 810 - 1708 Dolphin Avenue, Kelowna, British
Columbia, Canada V1Y 9S4, on March 7, 2003, at 9:30 AM for the purposes of:
1. To elect a Board of Directors for the ensuing year. The nominees for
election to the office of director are as follows:
a) Devinder Randhawa
b) Bob Hemmerling
2. To ratify all prior actions taken by the officer and directors of the
corporation.
February 24, 2003 has been fixed as the record date of the shareholders
entitled to vote at the meeting and only holders of shares of common stock of
record at the close of business on that day will be entitled to vote. The stock
transfer books will not be closed.
All shareholders are cordially invited to attend the meeting. To insure
your representation at the meeting, please complete and promptly mail your
proxy, which is solicited by the Board of Directors, in the return envelope
provided. This will not prevent you from voting in person, should you so desire,
but will help to secure a quorum and avoid added solicitation costs.
By Order of the Board of Directors
Robert Hemmerling, Secretary
Dated: February 24, 2003
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YOUR VOTE IS IMPORTANT
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YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
______________________________
PROXY STATEMENT
OF
CONSUMER MARKETING CORP
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CONSUMER MARKETING CORP. (the
"Corporation") for use at the annual meeting of shareholders to be held at 9:30
AM, March 7, 2003, at the offices of R.D. Capital, Inc., located at Suite 810 -
1708 Dolphin Ave., Kelowna, British Columbia, Canada V1Y 9S4, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. The
statement and the proxy were first mailed to shareholders on or about February
24, 2003.
Voting Rights and Vote Required
Shareholders at the close of business on February 24, 2003, the record
date, are entitled to vote at the meeting. On that date, 500,000 shares of stock
were outstanding. The determination of shareholders entitled to vote at the
meeting and the number of votes to which they are entitled was made on the basis
of the Corporation's records as of the record date. The presence in person or by
proxy of the holders of a majority of the Corporation's outstanding shares
constitutes a quorum for the transaction of business at the meeting.
Each share is entitled to one vote. Cumulative voting is not permitted. In
the election of directors, the two (2) nominees receiving the highest number of
votes will be elected.
Voting of Proxies
The shares represented by all properly executed proxies received in time
for the meeting will be voted in accordance with the shareholders' choices
specified therein; except that where no choices have been specified, the shares
will be voted: (a) "FOR" the election of the nominees to serve as directors of
and for the Corporation; and (b) "FOR" the appointment of auditor for the
Corporation.
The Board of Directors of the Corporation knows of no matters to be brought
before the meeting other than those indicated in this Proxy Statement. If,
however, any other matters of which the Board of Directors is not now aware are
properly presented for action, it is the intention of the proxy holders named in
the enclosed form of proxy to vote such proxy on such matters in accordance with
their best business judgment.
Revocability of Proxy
The delivery of an executed proxy does not preclude the shareholder
delivering the proxy from voting in person or changing the proxy should the
shareholder so desire. The proxy may be revoked by a written directive to the
Corporation or by another proxy subsequently executed and presented at the
meeting at any time prior to the actual voting or by attendance and voting at
the meeting.
Principal Shareholders
Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting or investment power over such security. The following are the holders
which are known by the Company to own beneficially more than 5% of any class of
its voting shares as of February 24, 2003, the record date:
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Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
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Common Devinder Randhawa 152,000 30.4%
810 - 1708 Dolphin Ave.
Kelowna, British Columbia
Canada V1Y 9S4
Common Bob Hemmerling 152,000 30.4%
580 Cassiar Rd.
Kelowna, British Columbia
Canada V1V 1M8
Common All Officers and Directors as 304,000 60.8%
a Group (2 Persons)
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The shareholders listed above represent all of the Company's officers and
directors. Each such shareholder has indicated that he intends to vote in favor
of all of the Proposals submitted herein. Therefore, approval of the two
Proposals included herein is assured.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
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The number of directors to be elected at the meeting to hold office for the
ensuing year and until their successors are elected and qualified is two (2). It
is the intention of the proxy holders named in the enclosed form of proxy to
vote such proxies (except those containing contrary instructions) for the two
(2) nominees named below, all two (2) of whom are presently directors.
The Board of Directors does not anticipate that any of the nominees will be
unable to serve as a director, but if that should occur before the meeting, the
proxy holders reserve the right to substitute as nominee and vote for another
person of their choice in the place and stead of any nominee unable so to serve.
The proxy holders reserve the right to cumulate votes for the election of
directors and cast all of such votes for any one or more of the nominees, to the
exclusion of the others, and in such order of preference as the proxy holders
may determine in their discretion.
Nominees.
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The nominees for election to the office of director are set forth below:
Mr. Devinder Randhawa, nominee for Chairman of the Board: Devinder
Randhawa, President, Chairman and a director of the Company, was appointed to
his positions with the Company on March 3, 1997. Upon completing his MBA in
1985, Mr. Randhawa has been in the venture capital/corporate finance
(sub-investment banking). Mr. Randhawa was either a registered representative or
an analyst for 8 years before founding RD Capital Inc. RD Capital Inc. is a
privately held consulting firm assisting emerging companies in the resource and
non-resource sectors. Mr. Randhawa was the founder of start-up's such as
Strathmore Minerals Corp. Mr. Randhawa received a Bachelors Degree in Business
Administration with Honors from Trinity Western College in Langley, British
Columbia in 1983 and received his MBA from the University of British Columbia in
1985. He devotes only such time as necessary to the business of the Company,
which time is expected to be nominal.
Mr. Robert Hemmerling, nominee for Director: Robert Hemmerling, Secretary,
Treasurer and a director of the Company, was appointed to his positions with the
Company on March 3, 1997. In addition to his positions with the Company, since
September 1996, Mr. Hemmerling has been employed with Strathmore Minerals Corp.,
Kelowna, British Columbia in the investor relations department. Strathmore
Minerals is engaged in the business of acquiring and developing uranium
properties.
PROPOSAL NO. 2: APPOINTMENT OF AUDITOR
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Management of the Company has selected Cordovano & Harvey, P.C., 201 Steele
Street, Suite 300, Denver, Colorado, 80206, United States, to act as the
Company's independent auditor for the fiscal year ended June 30, 2003, subject
to ratification by shareholders holding a majority of the issued and outstanding
shares of the Company. The person(s) named in the enclosed Proxy will vote for
the appointment of Cordovano & Harvey, P.C. as Auditor of the Corporation to
audit the Company's Financial Statements for the fiscal year ending June 30,
2003.
ANNUAL REPORT (FORM 10-KSB)
The Company undertakes on written request to provide, without charge, each
person from whom the accompanying Proxy is solicited with a copy of the
Company's Annual Report on Form 10-KSB for the year ended June 30, 2002, filed
with the Securities and Exchange Commission on September 27, 2002. Any Exhibits
will also be available for a small charge. Requests should be addressed to
Consumer Marketing Corp., Suite 810 - 1708 Dolphin Ave., Kelowna, British
Columbia, Canada V1Y 9S4.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the year ended June 30,
2003, are Cordovano & Harvey, P.C., subject to the approval of Proposal No. 2,
above. Representatives of Cordovano & Harvey P.C. are not expected to be present
at the meeting. The Board of Directors reviewed the fiscal 2003 audit plan and
approved the performance of non-audit services by Cordovano & Harvey P.C. and
have concluded that the performance of such non-audit services would not impair
the independence of the firm.
INCORPORATION OF OTHER MATERIALS
The Company's Form 10-QSB for the quarters ended September 30, 2001,
December 31, 2001 and March 31, 2002, are incorporated herein by reference, a
copy of which may be obtained, upon written request, addressed to Consumer
Marketing Corp., Suite 810 - 1708 Dolphin Ave., Kelowna, British Columbia,
Canada V1Y 9S4.
It should also be noted that all documents subsequently filed by the
Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act, prior to
March 7, 2003, the date of the Shareholders Meeting, shall be deemed to be
incorporated by reference into this proxy statement.
OTHER MATTERS
The Company knows of no other business to be presented at the meeting.
However, if any other business is brought before the meeting, the proxies
solicited hereby will be voted in the discretion of management.
Any shareholder proposal intended to be presented at the Special Meeting of
Shareholders should be sent to the Company, Attention: Corporate Secretary, and
must be received not later than February 28, 2003.
The cost of soliciting proxies will be borne by the Company. The Company
has not retained any third party to assist in the solicitation of proxies and
the Company does not expect to pay any compensation for the solicitation of
proxies; however, brokers and other custodians, nominees, or fiduciaries will be
reimbursed for their expenses in forwarding proxy material to principals and
obtaining their proxies.
On February 24, 2003, the record date fixed for determination of voting
rights, the Company had outstanding 500,000 shares of Common Stock, each share
having one vote.
Cumulative voting of the Company's Common Stock is prohibited pursuant to
the Company's Bylaws.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
It is important, to secure a quorum, that your stock be represented at this
Meeting regardless of the number of shares held by you. Even if you do not
expect to be present, please sign, date and return the enclosed proxy promptly.
By Order of the Board of Directors
/s/Robert Hemmerling
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Robert Hemmerling, Secretary
Dated: February 24, 2003
PROXY
CONSUMER MARKETING CORP.
The undersigned, owner of shares of corporate stock the number and
description of which are set forth below, appoints Devinder Randhawa and Bob
Hemmerling, and each of them, with full power of substitution and revocation, to
act as the undersigned's proxy holder at the meeting specified, and any
adjournment of that meeting.
Type of meeting: Annual
Date of meeting: March 7, 2003
Place of meeting: Suite 810 - 1708 Dolphin Ave., Kelowna,
British Columbia, Canada V1Y 9S4
PROPOSALS: (FOR FULL DETAIL OF EACH ITEM, PLEASE SEE THE ENCLOSED PROXY
STATEMENT)
Proposal No. 1. Election of Directors: Election of the following nominees as
Directors of the Company:
FOR AGAINST ABSTAIN
Devinder Randhawa [ ] [ ] [ ]
Bob Hemmerling [ ] [ ] [ ]
Proposal No. 2. Ratification of Appointment of Independent Auditor. The Company
has selected the firm of Cordovano & Harvey, P.C. to act as its independent
auditor for the fiscal year ending June 30, 2003.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE
PROPOSALS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND IN THE DISCRETION OF THE
PROXIES UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The proxy holder shall be entitled to cast the number of votes the
undersigned would be entitled to cast if personally present, for or against any
proposal, including the election of members of the board of directors, and any
and all other business that may come before the meeting.
The undersigned hereby acknowledges receipt of the accompanying Notice of
Meeting and Proxy Statement for the Meeting to be held on March 7, 2003.
Dated: _________________, 2003
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Signature
______________________________________
Print name of Shareholder
Number and class of shares held: _____________________
INSTRUCTIONS TO SHAREHOLDER: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
YOUR STOCK CERTIFICATE. JOINT SHAREHOLDERS SHOULD EACH SIGN PERSONALLY. IF
SIGNED BY AN ATTORNEY-IN-FACT, ATTACH THE POWER OF ATTORNEY. RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.